Duke`s Production of Documents (Part 7 of 8)

Transcription

£--\
From:
Sent:
To:
Cc:
Subject:
Attach:
S a b I OP
Manly, Marc E <[email protected]>
Monday, May 14, 2012 4:32 PM
Ann Gray fRête^PenâiTntoT); Rogers, Jim <[email protected]>
Garrett, Debby <[email protected]>
FW: August Board locations
AugustBOD 2012 Grid_vl_0.xlsx
Ann and Jim:
Please see the attached spreadsheet of possible locations for the August board meeting. We checked availability and
pricing for a number of locations that you mentioned, as well as some others generally within the States of our service
territory (in Indianapolis; Cincinnati; and Charlestown and Kiawah, South Carolina).
The chart shows the places with availability, the pricing for rooms and meetings space, and distances from the airport
into which we would fly. We have converted costs (excluding travel} into a per person cost, and listed the available
locations from most to least expensive. Without doing the full math of air travel, flight costs would be greatest for
Colorado, next would be Nantucket, with the other locations probably pretty similar because the cost is a function of
total miles flown t o and from director pick-up .
Those locations that did not have availability or would otherwise not work are listed at the bottom. As Debbie notes, we
have a hold on the available places for a short period of time (two weeks), and should make a final decision as soon as
possible. Debbie confirmed that we have no financial obligation for the reservation at Clemson, and have advised them
that we will not be meeting there.
Marc
Marc E. Manly
Group Vice President, General Counsel, and Corporate Secretary
Duke Energy Corporation
550 S. Tryon Street, Mail Code DEC48
Charlotte,_NC_28202 _
P h o n e ' . 1 RcdKUd-Pcnonallnfs j
email: [email protected]
F r o m : Garrett, Debby
S e n t : Monday, May 14, 2012 4:19 PM
T o : Manly, Marc E
Cc: Maltz, David S; Sims, Bobbie A
S u b j e c t : August Board locations
Marc,
Per your request, attached is the August Board retreat location options for you to send to Ann. David
may or may not have mentioned that these properties are on a 1 option hold for 2 weeks. This
means they will hold the space and give us 1 option to reserve it within 2 weeks. Kim tells me this is
high season for most of them, so we'll want to move sooner rather than later. Please let me know how
you would like us to proceed. Thanks.
s t
s t
Debby Garrett
Associate, Board of Directors
550 South Tryon St.
DUKE_NCUC_00002723
DUKE NCUC 00002723-A
DEC45A
ChadQtte.-NC_ 28202
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DUKE_NCUC_0 00 02724
DUKE
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00002724-A
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1,500.00
199.00
400.00
920.00 ^'7"'«a"iaiJTfCsanas~*;"i
Inn on Biltmore Eitites [Atheuille, NC)
900.00
259.00
400.00
800.00 i * L * ^ J J g . g
Clnclnnatlan (Qnclnnail, OH)
500.00
229.00
400.00
800.00 M
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White Elephofit (Nantucket, MA)
1,250.00
E
Grave Pifk Inn (Ashevllla, NC}
SanctLtar^' {Kiawan, SC)
Greenbrier (While Sulphur Springs, WV)
450.00
yei
Conrad (Indianapolii, IH)
Fearrinfllon House
Charleston Place
Samoset
Wild Dunes- Charleiton 20 min.
Market Pavilion- Charleston
Wentworth
N/A
N/A
N/A
N/A
N/A
N/A
N/A
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niaHftjii'-' Pirien info"
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:
MitW'l^fiSriW-
larger group has space on 8/27
sold out
large group has majority of space
large B o P h*t majority of space
not large enough for meeting space
sold out
21sleeping rooms total
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'resort fees and i s e i not Includad
DUKE_NCUC_0 0002725
H
airports
5,8 miles
15mllesC05
30 mln-ASH
20min-JZI
14 miles
lunken 8 miles
DUKE_NCUC_0 0002726
DUKE_NCUC 00002726-A
From:
Sent:
Harrington, Sue C <[email protected]>
Wednesday, April 25, 2012 7:54 PM
To:
Bam e £ _W -j Redacted - Personal info !>; Bemhardt, A l e x - bemhardt
^ Redacted - Personal Info 'i>; Michael Browning <j Redacted - Personal info i>;
John Forsgre^^ fâct^jj^r»ona[info i>lA ILGray^< Redacted - Personal Info p f Tames "H"
Hance, Jr. <r R e d a c t e d - P e r s o n a l I n f o _ [>j_RemschJiiin
n
^^l^fL^Z^^FiM^
HifccaJ-PtfMinlhvte p.
Cc:
Subject:
Sharp F H
^
~
Manly, Marc E <[email protected]>; Maltz, David S
<[email protected]>; Rogers, Jim <[email protected]>
April 26 Special Telephonic Board Meeting Regarding Edwardsport Settlement
This message is to confirm that the special telephonic Board meeting to discuss and approve seltlcmenl of the Edwardsport project
will take place tomorrow at 4:00pm as was tentatively scheduled. I will Jet you know as soon as the agenda and presentation materials
are available in RonrtlVuntage lomonow.
Sent from my iPad
DUKE_NCUC_0 0002727
From:
Sent:
To:
Cc:
Subject:
Rogers, Jim <[email protected]>
Monday, April 23, 2012 5:30 PM
Manly, Marc E <[email protected]>; 'amgrayf^fF
Maltz, David S <[email protected]>
Re: Availability Chart for the Edwardsport Special Board Meeting (not very pretty)
Marc, how about Saturday?
Best,
Jim
Originnl Message
From: Manly, Marc E
Sent: Monday, April 23. 2012 03:00 PM
To: Ann Gray if Redacted - Persorwl Info ) <iRedact«i • Per»on«l Into j>; Rogers, Jim
Cc: Maltz, DavitTS
Subject: FW: Availability Chart for the Edwardsport Special Board Meeting (not very pretty)
Redacted - Privilege
Original Message
From: Maltz, David S
Sent: Monday, April 23, 2012 2:50 PM
To: Manly, Marc £
Cc: Harrington, Sue C
Subiect: KE: Availability Chart for the Edwardsport Special Board Meeting (nol very pretty)
Marc: The best it looks like we can do is gel 8 oflhe 10 outside directors. Below are the three best options.
1. Wednesday 8-9. Missing Hance and Sharp. JER may not be available at Ihis lime. Kathy is checking.
2. Thursday iO:30-ll:3O. Missing Browning and Sharp.
3. Thursday 4-5. Missing Bemhardt and Forsgren.
DUKE_NCUC_0 0002728
From:
Sent:
To:
Subject:
Ann Maynard Gray <|iUd_act^"PereonaMnfo
Tuesday, April 17, 2012 1:11 PM
Re: NEIL mtg
Jim,
Thanks for forwarding note from Dhiaa; long path to clarity on this, your meeting will help a lot.
Best, Ann
Sent from my iPad
1
On Apr 17, 2012, at 10:12 AM, "Rogers, Jim" <[email protected]> wrote
> Ann,
Notice of Appeal
>
> Best,
> Jim
>
>
Original Message
> From: Jamil, Dhian M
> Sent: Monday, April 16, 2012 08:46 PM
> To: Rogeis, Jim; Good, Lynn J; Manly. Man; E
> Subject: NEIL mtg
DUKE_NCUC_0 0002730
From:
Sent:
To:
Cc:
Subject:
Manly, Marc E <Marc.Manly@duk;e-encrgy.com>
Monday, April 23, 2012 3:01 PM
Ann Gray (jRedacted - Personal Infoj; Rogers, Jim <[email protected]>
Maltz, David S <[email protected]> - •
FW: Availability Chart for the Edwardsport Special Board Meeting (not very pretty)
Original Message
From: Maltz, David S
Sent: Monday, April 23, 2012 2:50 PM
To: Manly, Marc E
Cc: Hnrringlon, Sue C
Subjecl: RE: Availability Chart for the Edwardsport Special Board Meeting (not very pretty)
Marc: The best it looks like we can do is gel 8 of the 10 outside direclors. Below are the three besl options.
1. Wednesday 8-9. Missing Hance and Sharp. JER may not be available at this lime. Kathy is checking.
2. Thursday 10:30-11:30. Missing Browning and Sharp.
3. Thursday 4-5. Missing Bernhardt and Forsgren.
DUKE_NCUC_0 0002729
From:
Rogers. Jim <[email protected]>
Sent:
To:
Tuesday, April 17, 2012 10:13 AM
'amgray «* «-P"5o™iktto ]
Subject:
Fw: NEIL mtg
R
ct
,
Ann,
Notice of Appeal
Best,
Jim
Original Message
From: Jamil, Dhiaa M
Senl: Monday, April 16,2012 08:46 PM
To: Rogers, Jim; Good, Lynn J; Manly, Marc E
Subjecl: NEIL rnlg
From:
Sent:
To:
Cc:
Subject:
Attach:
Garrett, Debby <[email protected]> on behalf of
Maltz, David S <David.Maltz@'duke-energy.com>
Thursday, November 17, 2011 3:20 PM
amgray_ ^ *^_i *™~ ^__i Rogers, Jim <[email protected]>; Manly, Marc E
<[email protected]>; Good, Lynn J <[email protected]>;
Currence, Kathy K <[email protected]>; Miller, Monica L
<[email protected]>; Sims, Bobbie A <[email protected]>; Seaford, Robin T <[email protected]>; Harrington, Sue C
<[email protected]>; Garrett, Debby <Debby.GaiTett@dukeenei'gy.com>
December 7-8, 2011, Board and Committee Agendas and Schedule
December 7-8, 2011, Board and Committee Agendas and Schedule.pdf
,
d
p
l
In preparation for our 1:30pm meeting tomorrow, I've attached the current drafts of the December
Board and Committee agendas and schedule. Let me know if you have any questions. Thanks.
David
DUKE NCUC 00002732
DUKE ENERGY CORPORATION
BOARD OF DIRECTORS
SCHEDULE OF MEETINGS - DECEMBER 7-8, 2011
Corporate Headquarters - Duke Energy Center
550 South Tryon Street Charlotte, North Carolina
WEDNESDAY
DECEMBER 7, 2011
MEL 1 ING
11:00AM-12:30PM
Compensation Committee
(Room 4719- Duke Energy Center)
12:00PM-1:30PM
Lunch
(Room 4659 - Duke Energy Center)
1:00PM-2:00PM
Corporate Governance Committee
2:00PM-4:30PM
Finance and Risk Management Committee
(Board Room - Duke Energy Center)
4:30PM-6:30PM
Audit Committee
6:30PM
Reception and Dinner
(The Vista (4^ Floor) - Duke Energy Center)
THURSDAY
DECEMBER 8, 2011
MEETING
6:30AM-8:00AM
Breakfast
8:00AM-12:30PM
Duke Energy Board Meeting
12:30PM- 1:00PM
Independent Directors Meeting, induding lunch, and briefing of Chairman
at end of session, if necessary
Nuclear Oversight Committee will not meet in December
#424928
DUKE_NCUC_0 0002733
AGENDA
COMPENSATION COMMITTEE MEETING
WEDNESDAY, DECEMBER 7, 2011 - 11:00 A.M. TO 12:30 P.M.
ROOM 4719 AT THE DUKE ENERGY CENTER
CHARLOTTE, NORTH CAROLINA
Committee Members:
Present
James H. Hance, Jr., Chair
Daniel R. DiMicco
John H. Forsgren
Ann M. Gray
Secretary,
Others Present
Matter to be considered
and acted upon:
Motion
Second
Vote
Redacted - Non Merger Business
Matters to be reviewed and discussed:
A. Discuss compensation and benefits issues related to the merger, including:
i.
Employment agreement for Chief Executive Officer and amendment to
employment agreement for Executive Chairman
Next scheduled meeting date:
February 27, 2012
DUKE NCUC 00002734
AGENDA
CORPORATE GOVERNANCE COMMITTEE MEETING
WEDNESDAY, DECEMBER 7, 2011 - 1 : 0 0 P.M. TO 2:00 P.M.
ROOM 4719 ATTHE DUKE ENERGY CENTER
Committee Members:
Present
Ann M. Gray, Chair
Michael G. Browning
Daniel R. DiMicco
*
*
*
*
*
*
*
*
*
Secretary
Others Present
*
*
+
*
Matters to be considered
and acted upon:
*
*
*
*
*
*
-
*
*
+
Motion
*
*
*
*
*
*
Second
,
,
»
*
#
*
Vote
2. Review and recommendation of
Amended and Restated
Stock Ownership Guidelines
#426366
DUKE_NCUC_0 00 027 35
Reconvene with Full Board durinq Board meeting on December 3, 2011
Discussion of Corporate Organization, Leadership Team and Succession Planning,
including Work Force Management
•
Role and objectives of Executive Chaimnan
Next scheduled meeting dates:
February
, 2012 (CEO Evaluation teleconference}
February 27, 2012
#426366
AGENDA
FINANCE AND RISK MANAGEMENT COMMITTEE MEETING
WEDNESDAY, DECEMBER 7, 2011 - 2:00 P.M. TO 4:30 P.M.
BOARD ROOM AT THE DUKE ENERGY CENTER
Committee Members:
William Barnet III, Chair
Michael G. Browning
Ann M. Gray
James H. Hance, Jr.
E. James Reinsch
Present
Secretary.
Others Present
and acted upon (2:00-3:00):
Motion
Second
Vote
3. Review of New Duke Energy Three-Year (2012-2014) Financial Plan (Lynn Good)
February 27, 2012
DUKE NCUC 00002737
AGENDA
AUDIT COMMITTEE MEETING
WEDNESDAY, DECEMBER 7, 2011 -4:30 P.M. TO 6:30 P.M.
BOARD ROOM A T T H E DUKE ENERGY CENTER
Committee Members:
Michael G. Browning, Chair
G. Alex Bemhardt, Sr.
John H. Forsgren
James T. Rhodes
Philip R. Sharp
and acted upon:
Present
Secretary
Others Present
"
Motion
Second
Vote
M atters to be discuss ed:
Matters for review:
#426369
February [ ] , 2012 (Fourth Quarter Earnings Release
and Form 10-K)
February 27, 2012
#426369
AGENDA
BOARD OF DIRECTORS MEETING
THURSDAY, DECEMBER 8, 2011 - 8:00 A.M. TO 12:30 P.M.
Directors:
Present
James E. Rogers, Chair
William Barnet, III
G. Alex Bernhardt, Sr.
Michael G. Browning
Daniel R. DiMicco
John H. Forsgren
Ann M. Gray
James H. Hance, Jr.
E. James Reinsch
James T. Rhodes
Philip R. Sharp
Secretary
Counsel
Others Present^
Safety Message
A.
Independent Director Session (8:00-8:30)
B.
Executive Session (Jim Rogers) (8:30-9:00)
• Discussion of Corporate Organization, Leadership Team and Succession
Planning, including Work Force Management
o Role and Objectives of Executive Chairman
C.
Duke Energy Indiana's Edwardsport Integrated Gasification Combined Cycle
(IGCC) Project Update (Pat Galloway, Pegasus Global Holdings, Inc./Randy Speck,
Kaye Scholer Law Firm) [9:00-10:00)
BREAK (10:00-10:15)
D.
Executive Session Reconvened, as necessary (Jim Rogers) (10:15-10:45)
E.
Merger Integration Update, including Crystal River and Day 1 Items
(Lynn Good/Dhiaa Jamil/Marc Manly/A.R. Mullinax) (10:45-11:15)
F.
New Duke Energy Three-Year (2012-2014) Financial Plan (Lynn Good) (11:15-12:00)
G.
• Report of the Audit Committee (Michael Browning)
• Report of the Compensation Committee (Jim Hance)
• Report ofthe Corporate Governance Committee (Ann Gray)
• Report ofthe Finance and Risk Management Committee (Bill Barnet)
DUKE_NCUC_0 0 0 02740
MATTERS TO BE CONSIDERED
AND ACTED UPON:
CONSENT AGENDA
Motion
Second
Vote
Item Recommended from the Corporate Governance Committee:
(1)
(2)
(3)
(4)
(5)
(6)
Approval of Amended and Restated Stock Ownership Guidelines
Approval of Designation of Director Nominees
Approval of Determination of Director Independence
Approval of Determination thatthe Composition of Audit Committee Satisfies
New York Stock Exchange and Securities and Exchange Commission Requirements
Approval of Designation of the Audit Committee Financial Experts
Approval of Date, Time and Place for 2012 Annual Meeting of Shareholders and
Record Date for Shareholders Entitled to Vote
.l!fir.^
C Q
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[ _
m e n
e
j l
f r o r n
t h e
F
'
n a i
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] _
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a
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d
R
'
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Management Committee:
Notice of Appeal
General Items:
(13) Approval ofthe Appointment of Officers
(14) Designation ofthe "Section 16 Officers" and Securities and Exchange Commission
"Executive Officers"
(15) Approval of Delegation of Authority to the Audit Committee to Approve the Filing of
the Corporation's 2011 Annual Report on Form 10-K
(16) Establish 2014 Dates and Locations of Board and Committee Meetings
(17) Approval of Minutes of Board of Directors' Meetings Held on October 19 2011 and
October 25, 2011
Next Scheduled Meetinqs;
February
2012
Special Corporate Governance Committee Meeting
February
2012
(CEO Evaluation)
S p e c i a l A u d i t C o m m i t t e e M e e t i n g (Fourth Quarter Earnings Release and
Form 10-K)
February 27, 2011
February 27, 2011
February 27, 2012
February 27, 2011
February 27, 2012
February 27, 2012
Nuclear Oversight Committee Meeting
Corporate Governance Committee Meeting
Regulatory Policy and Operations
Audit Committee Meeting
Finance and Risk Management Committee Meeting
Compensation Committee Meeting
February 28, 2012
Duke Energy Corporation Board Meeting
DUKE NCUC 00002741
From:
Sent:
To:
Cc:
Thursday, November 10, 2011 3:25 PM
Rogers, Jim <[email protected]>; Manly, Marc E <[email protected]>; Good, Lynn J <[email protected]>; Weber, Jennifer
<[email protected]>
Currence, Kathy K <[email protected]>; Sims, Bobbie A
<[email protected]>; Seaford, Robin T <Robin. Seaford ©dukeenergy .com>; Shannon, Patty <[email protected]>; Garrett, Debby
<Debby.Garrett@duke-energ).com>
December Board/Committee agendas
img-Y10I6l410-0001.pdf
,
Subj ect:
Attach:
In preparation for our 3pin ineeting tomorrow, I've attaclied cuirent drafts of the December Board and Committee agendas. Let me
know if you have any questions. Thanks.
David
DUKE_NCUC_000027 42
BOARD OF DIRECTORS
SCHEDULE OF MEETINGS - DECEMBER 7-8, 2011
550 South Tryon Street, Charlotte, North Carolina
WEDNESDAY
DECEMBER 7, 2011
MEETING
11:00AM-12:30PM
12:00PM-1:30PM
Lunch
1:00PM-2:00PM
2:00PM-4:30PM
Finance and Risk Managemeni Committee
4:30PM-6:30PM
Audit Committee
(The Vista (4^ ROOT) - Duke Energy Center)
6:30PM
THURSDAY
DECEMBER 8, 2011
MEETING
6:30AM - 8:00AM
Breakfast
8:00AM- 12:30PM
12:30PM-1:00PM
Independent Directors Meeting, including lunch, and briefing of Chairman
fRoom 4719 - Duke Energy Center)
Nuclear Oversight Committee will not meet in December
AGENDA
DUKE ENERGYCORPORATION
WEDNESDAY, DECEMBER 7, 2011 - 11:00 A.M. TO 12:30 P.M.
Committee Members:
Present
Daniel R. DiMicco
John H. Forsgren
Ann M. Gray
Secretary
~
Others Present
A. Discuss compensation and benefits issues related to the merger, including:
i.
Amend the Progress SERP and merge ft into the Duke Executive Cash
Balance Plan
ii.
Employment agreement for Chief Executive Officer and amendment to
employment agreement for Executive Chairman
February 27, 2012
AGENDA
WEDNESDAY, DECEMBER 7, 2 0 1 1 - 1 : 0 0 P.M. TO 2:00 P.M.
ROOM 4719 ATTHE DUKE ENERGY CENTER
Committee Members:
present
Ann M. Gray, Chair
Michael G. Browning
Daniel R. DiMicco
Secretary
Others Present
* * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * *
and acted upon:
Motion
Second
Vote
2. Review and recommendation of
Amended and Restated
Stock Ownership Guidelines
Redacted - Non Merger B u s i n e s s
DUKE_NCUC_0 0002 7 4 5
Reconvene with Full Board during Board meetinq on December 8, 2011
Discussion of Corporate Organization, Leadership Team and Succession Planning,
including Work Force Management
February
, 2012 (CEO Evaluation teleconference)
February 27, 2012
#426366
DUKE NCUC 00002746
AGENDA
Committee Members:
Present
William Bamet III, Chair
Michael G. Browning
Ann M. Gray
James H. Hance, Jr.
E. James Reinsch
Secretary
Others Present
~~
"
* * * * * * * * * *
* * * * * * * * * * * * * * * *
Motion
*
Second
*
i
*
Vote
e
— ? y
i e w
_?
f N
v
5y ?
u k e
^
n e r
9 y three-year (2012-2014) financial forecast (Lynn Good)
February 27, 2012
DUKE_NCUC_000 027 4 7
AGENDA
Committee Members:
Present
John H. Forsgren
James T. Rhodes
Philip R. Sharp
* * * * * * * *
* * * * * * * * * * *
and acted upon:
Secretary,
Others Present
* * * * * * * * * * *
Motion
Second
Vote
Matters to be discussed:
Matters for review:
#426369
DUKE NCUC 00002748
February [ ] , 2012 (Fourth Quarter Earnings Release
and Form 10-K)
February 27, 2012
#426369
DUKE NCUC 00002749
A G E N D A
THURSDAY, DECEMBER 8, 2011 - 8:00 A.M. TO 12:30 P.M.
Directors:
Present
William Bamet," "
Michael G. Browning
Daniel R. DiMicco
John H. Forsgren
Ann M. Gray
James H. Hance, Jr.
E. James Reinsch
James T. Rhodes
Philip R. Sharp
Secretary
Counsel
Others Present
ZI^ZZ~Z~
^ Z Z Z ^ ^ Z
******
Safety Message
A.
B.
• Discussion of Corporate Organization, Leadership Team and Succession
Planning, including Work Force Management
C.
Merger Integration Update, including Crystal River and Day 1 Items
BREAK (10:30-10:45)
D.
Five-Year (2012-2016) Business Plans (Lynn Good/Keith Trent/Dhiaa Jamil)
(10:45-12:00)
E.
Executive Session (Jim Rogers) (12:00-12:3Q)
•
•
•
•
Report of the
Report ofthe
Report of the
Report of the
Audit Committee (Michael Browning)
Compensation Committee (Jim Hance)
Corporate Governance Committee (Ann Gray)
Finance and Risk Management Committee (Bill Barnet)
DUKE_NCUC_0 0002750
***********
MATTERS TO BE CONSIDERED
AND ACTED UPON:
CONSENT AGENDA
Motion
Second
Vote
(1) Approval of Amended and Restated Stock Ownership Guidelines
(2) Approval of Compensation/Related Party Transactions
(3) Approval of Designation of Director Nominees
(4) Approval of Determination of Director Independence
(5) Approval of Detennination that the Composition of Audit Committee Satisfies
(6)
(7)
New York Stock Exchange and Securities and Exchange Commission Requirements
Approval of Designation of the Audit Committee Financial Experts
Approval of Date, Time and Place for 2012 Annual Meeting of Shareholders and
Record Date for Shareholders Entitled to Vote
R
e
nd
J--!?._ . .!i°!?!]!g ^ fromjhe
Fir
r>
lg £g
a
n
d
Ri
s k Manaaement Committee:
Notice of Appeal
General Items:
(13) Approval of the Appointment of Officers
(14) Designation ofthe "Section 16 Officers" and Securities and Exchange Commission
"Executive Officers"
(15) Approval of Delegation of Authority to the Audit Committee to Approve the Filing of
the Corporation's 2011 Annual Report on Form 10-K
(16) Establish 2014 Dates and Locations of Board and Committee Meetings
(17) Approval of Minutes of Board of Directors'Meetings Held on October 19 2011 and
October 25, 2011
'
*******
Next Scheduled Meetings:
February
February
, 2012
Special Corporate Governance Committee Meeting
, 2012
(CEO Evaluation)
S p e c i a l A u d i t C o m m i t t e e M e e t i n g (Fourth Quarter Earnings Release and
Form 10-K)
February 27, 2011
February 27, 2011
February 27, 2012
February 27, 2011
February 27, 2012
February 27, 2012
Regulatory Policy and Operations
February 28, 2012
Duke Energy Corporation Board Meeting
DUKE NCUC 00002751
/
From:
Sent:
To:
Cc:
Aiex Bemhardt - Redacted - Personal InfoiPWednesday, December 14. 2011 4:47 PM"
E . J i m R e i n s c h <:RGdactM)-Personal tn/o h >
i
Rogers, Jim <jim.roKei^duke-g^gvxoiTi>j rMesj^'^^-'i ^"»"!; Sharp, Phil
jR*d«ctMi'p«n«naiinr0 > ; B a m e t , B i l l <Redacted • PorEonal tnfo | >
Subject:
Notice of Appeal
;
Agree,
Alex
From:
To:
Cc:
Date:
"E. Jim Reinsch" <n<!tiact«i • ptnonatMo i>
"l h o d e s j t @ y a h o o . c o m " •jRedacled - Peraonal Irrfo ">
!!5?J?£™iii!5l5i!i5j^S8>^@f!^
Redacted - Peraonal Info •. "Sharp, Phil" *i'£«-:i«-^««i«rti>
-
"Bernhardt, Alex"
12/14/2011 03:03 PM
subject: j
Notice of Appeal
Agree.
Jim
Sent from my iPad
On Dec 14.2011. al 2:59 PM, "rlmdesjt" <rfteaartrt-PeW«Trnto"i^ wrote:
This looks fine to mc, Jim.
Jim
Senl froni my Verizon Wireless BlackBerry
From: "Rogers, Jim" <Jmi.R()[email protected]>
Date: Wed. 14 Dec 2011 14:07:49 -0500
To: Rhodes, Jim;""'Rodactid^pg«™nVfo"'''".'" ">; Bametj!, W-;—-k
1
,
IRedatlod-Pcrvoninnio > ; B e m l l U r d t , AlCXi^si ':**^ " ^?^'™ JntoL j
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? ? P ? ^ ^ : £ ? ^ " _ ? L ^ r J I ^ . " ! ; Reinsch. Jim \ Rodactod - Poreonal Info i >
:
;'—• *—*••:. S h a r p -jReiUcled - Pwsoiul Into >
Subject:;
Notice of Appeal
Notice of Appeal
DUKE NCUC 00002752
Please lei me know if you disagree.
Thanks,
Jim
Sent; Wednesday, December 14.2011 1:33 PM
To; Rogers Jjm
Subject:;
NOHM of Appea^
j
t
Jim,
Hi auks.
Dhiaa
DUKE NCUC 00002753
Confidential
DUKE_NCUC__0 0002754
DUKE NCUC 00002754~A
Confidential
DUKE_NCUC_0 00 027 55
/
Confidential
DUKE_NCUC_00002756
From:
Wbarneti-
Sent:
Wednesday, December 14, 2011 2:41 PM
To:
[email protected]
Cc:
rtiodesjt;"'
Subject:
i
Notice of Appeal
seems very thfiughtful (as one would anticipate) and directbnaDy appropriate
think all parties handled this well and property...thanks for sharing.
In 3 message dated 12/14/2011 2:07:57 P.M. Eastern Standard Time, [email protected] writes:
otice of Appeal
Please let me know if you disagree.
Thanks.
Jim
f r o m : Jamil, Dhiaa M
Sent: Wednesday, December 14, 2011 1:33 PM
To: Rogers,Jim
suDjectf"
Notice ^ A p p e a l
™l
Notice of Appeal
DUKE_NCUC_0 0002757
Confidential
DUKE_NCUC_00002758
Confidential
DUKE_NCUC_0 0002759
From:
E. .Iim Reinsch
Sent:
Wednesday, December 14,20II 2:03 PM
rtiodesjt^
Rogers^ Jim <iim.roscis;S;duke-cnerRy.com>; Bamet, Bill < Heaaeted-POTOHH tnto !>; Bernhardt, Alex
< 7 ^ ^ ^ ^ ^ ^
'
Sharp, Phil
[
Notice of Appeal
1
To:
Cc:
*) R«lactad
- Poaoral
Info >
1
Subject:
Agree.
Jim
Senl Irom mv iPad
i
r
n
l
n
0
>
On Dec 14, 2011, at 2:59 PM, "rhodesjl" i ? * ^ * J _ * ? . f . L . ! j wrote:
This looks fine to me, Jim.
Jim
Sent from my Verizon Wireless BlackBerry
From: "Rogers, Jim" <Jim.Ropcrs(S>duke-enerRv.com>
Date: Wed, 14 Dec 2011 14:07:49-0500
_
To: Rhodes, Jim;—'—iai5d'-~p^^reto
•>; Banie^j ^Redacted -_Pci^r«Mrilo iD2:iBcnihardU_Alcx^.
r
Redacted - Personal I n f o
Subject:;
i > j R e i n s c h , J i m {Redacted - Pereonal Info ! > ; | — — j . Sharp -^"•<iicwd-P»'»oniin>'o ;
Notice of Appeal
Notice of Appeal
Please let me know ifyou disagree.
Thanks,
Jim
F r o m : Jamil, Dhiaa M
S e n t : Wednesday, December 14, 2011 1:33 PN
T o : Rogers,. Jim
subject: | Notice ofAppeal \
Notice of Appeal
'IlianVs,
Dhiaa'
DUKE NCUC 00002761
tf
Confidential
DUKE_NCUC_000027 62
DUKE NCUC 000027e2-A
Confidential
DUKE_NCUC_0 0002763
<
From:
Sent:
To:
rhodesjt L?^:!?5^^j^n«jjfrfo3>
Wednesday, December 14,2011 2:00 PM
Rpfiers. Jim <JmRoficrs^tikg-energy.com>; Bametj Bill < ^ ^ ^ J n n M m i inu>\ Bernhardt Alex
^ ^
R«tacted_-jg»gnrtinfo . Z J f c ; Reinsch, J i m i ^ ^ i : ! ^ ^ ^ * ; Shaip. Phil < ( ^ r ^ ; ^ r } >
Subject:
;
Notice of A p p e a l
This looksfineto me. Jim.
Jim
Sent from my Verizon Wireless BlackBerry
From: "Rogers, Jim" <[email protected]>
Date: Wed, 14 Dec 2011 14:07:49 -0500 _
To: Rhodes Jjm[ Redacted - Personal Info >; Bametl W -C~R«^«^"^»rMTmto™> j ^
Alex bemhaidfl—l^cten
-it^Z.^-Mpsch
JinC^W^sfsfe-"^'::
^ Sharp
-\1£^7P^~^
Subject:
'
*
•
"
"
"
'
'
Notice of Appeal
f
Pmonal
!
Notice ofAppeal
Please let me know if you disagree.
Thanks,
Jim
Sent: Wednesday, December 14, 2011 1:33 PM
To: RDgere,_Jim
subject:!" Notice of AppeaT"
Notice ofAppeal
DUKEjNCUC_000027 64
Confidential
DUKE_NCUC_000027 65
:/ r
Confidential
From:
Sent:
To:
Sharp, Phil <lR«i««-p««on.iinfBE>
Wednesday, December 1472011 1:44 PM
Subject:
Notice of Appeal
j
Thanks for lhe update.
Phil
Sent from my iPad
On Dec 14, 2011, at 2:08 PM, 'Rogers, Jim" <Jim.Rogery^dukeHmcrRyxom<mailto:[email protected]>> wrote:
Notice ofAppeal
Please let me know ifyou disagree.
Thanks,
Jim
Sent: Wcdncsdny, December 14, 2011 1:33 PM
To: Rogers^Jim
Subiect: j
_ Notice o f Appeal
~|
Jim,
Notice of Appeal
Thanks,
Dhiaa
Deliverable
Notes
Notice ofAppeal
DUKE_NCUC_0 0002767
Confidential
DUKE_NCUC_000027 68
Confidential
DUKE_NCUC_000027 69
From:
Senl:
T O :
Rogcra, Jim <Jim.Rogers@<iukc-cncr^y.com>
Wednesday,
14,2011
-J , December
•
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Notice ofAppeal
Please let me know i f y o u disagrse.
Thanks,
Jim
F r o m : Jamil, Dhiaa M
S e n t : Wednesday, December 14, 2011 1:33 PM
T o : Rogere, Jim
_
Subject [ " | __^NSceor^pear""™ "!
Jim,
Notice ofAppeal
Thanks,
Dhiaa
Notice ofAppeal
DUKE_NCUC_0 0 0 0 2 7 7 0
Confidential
DUKE_NCUC_0 0002771
Confidential
DUKE_NCUC_00002772
From:
Jim Rhodes ^RwJacM - pirionii tnlo |
Sent:
*;
Wednesday, Decernber 7r2 dTT'2:46 PM
Jamil, Dhiaa M <Dhiafi. Jamiliadiike-energy.com>
_
T<
Subject:
Notice of Appeal
j
Dhiaa
Notice ofAppeal
"Jiin"
Sent from my iPad
On Dec 7,2011, at 12:06 PM, "Jamil, Dhiaa M" <Dhiaa.J3mill17M11ke-c31ergv.com> wmteJim and Jiin.
Notice of Appeal
Thanks,
Dhian
Notice of Appeal
DUKE_NCUC_00002773
Confidential
DUKE_NCUC_0 0002774
Confidential
<12-06-11 Dhian Corrective Action Stotus.docx>
DUKE_NCUC_00002775
From:
Sent:
To:
Subject:
Attach:
Jamil, Dhiaa M <Dhiaa. Jamil@dul;e-energy .com>
Wednesday, December 7, 2011 11:06AM
Rogers. Jim<[email protected]>; Rhodes, JimiRedacted - PersonafhTfoT
[ _ Notice of Appeal _
12-06-11 Dhiaa Corrective Action Status.docx
Jim and Jim,
Notice ofAppeal
Thanks,
Dhiaa
Notice of Appeal
4
Confidential
DUKE_NCUC_00002777
Confidential
DUKE_NCUC_0 0002778
Dhiaa Jamil
Corrective Action Plan
December 2, 2011 Status Update
Deliverable
Notes
Completion Date
Status
Redacted - Sensitive Nuclear Operations
Dhiaa Jamil
DUKE_NCUC_00002780
Dhiaa Jamil
DUKE NCUC 0 0 0 0 2 7 8 1
Dhiaa Jamil
DUKE_NCUC__0 00027 82
DUKE_NCUC_00002782-A
From:
Sent:
To:
Friday, March 2, 2012 3:51 PM
Rogers, Jim <Jim.Rogers@duk:e-«nergy.com>; Manly, Marc E <[email protected]>; Weber, Jennifer <[email protected]>; Ringel, Robert J
<[email protected]>; Maitz, David S <[email protected]>;
RMaclcd - Pciunal Info ]); Reinsch, Jiiii[
? c^~ Pônai^toy_n>^Jo^^
•i Redacted - personal into r>;"Bernhardt, Alex - bemhardt 4„._...Jt^?^??.:.!^^
>;
Ann M. Gray <J?edVctVdTpereo^^
Dan DiMicco (Redacted - Personal Info j);
Rhodes, Jim[.~~™lJt^
Michael Browning < r „ l ^ ^ ^ ? ? ^ J ? ^ f o T l J ^ 1 — - f S H a r p ' ^ r
R
< ^ ^ ^ i ^ ~ w ^ > ; Bametfi W i
Cc:
da
Redacted -"PereonaiTnfo
"
Currence, Kathy K <[email protected]>; Miller, Monica L
<[email protected]>; Sims, Bobbie A <[email protected]>; Shannon, Patty <[email protected]>; Kennedy, Karla D
<[email protected]>; Garrett, Debby <Debby.Gan'[email protected]>; Bonny Light "[Redacted - Personal Info !>; Elizabeth Gilliam
fRedacted - ^lisotiaTlnfo^: Joyce H ] o u ' ^ d ^ ^ S i ^ i ^ , ^ Kieca Pointdujour_
^*^^^j:J^Jf*?!}*].!['?!9L_.i); Linda Canipe T^Redacted - Personal lfffo"j>;
Marilyn Voigt rn-iid.d • PH.^ ; Sandra S Thrower
^
^ ~ ™ ~ ^ ^ " S ^ ^ . ^ r r ™ Z . J i > ; Sandra Thrower ^Redacted-^Personal'Info j)
Special Telephonic Duke Energy Compensation Committee Meeting re 2012 Proxy
Statement
Subject:
The Compensation Committee will convene a special telephonic meeting at 9:00 a.m. on Monday,
March 19 . The purpose ofthe meeting is to review the compensation-re lated portions of the proxy
statement, but all members of the Board are invited to join the meeting to ask any questions or
provide any comments they would like to discuss with respect to the proxy statement. On or about
March 14 , we will distribute (via BoardVantage) a draft of the proxy statement and more details
about the special telephonic meeting, but we wanted to provide you with advance notice for
scheduling purposes. Of course, anyone can provide comments separate from this meeting by
contacting David Maltz or Bob Ringel any time prior to the proxy filing date.
th
th
Thank you,
Sue
Sue C. Harrington
Assistant Corporate Secretary
550 South Tryon St/DEC45A
P.O. 60x1321(28201)
Charlotte, NC 28202
Phone:) Redacted - Personal Info:
Fai: Redacted - Personal Info !
Sue.Harrineton€>tluke-energy.com
DUKE_NCUC_0 0002783
From:
Sent:
To:
Cc:
Subject:
Thursday, March 1, 2012 2:34 PM
'Ann Gray' ^Rrtarte^PerâTFnto"^
Rogers, Jim <[email protected]>; Garrett, Debby <[email protected]>
RE: June and August
Thanks Ann.
Marc E. Manly
Charlotte, NC 28202
Phone:!Redacted - Personallnfo j
email: marc.manlyiS)duke-energy.com
From:
Ann Gray
[mailtO!
Redacted
- Personal
Info
)
S e n t : Thursday, March Ol,"201X2":32*PH
T o : Manly, Marc E
Cc: Rogers, Jim; Garrett, Debby
S u b j e c t : Re: June and August
This reflects my recall of our discussion and sounds fine to me. Directors at the exec session raised no concerns about
this possibility.
Thanks
Sent from my iPhone
On Mar 1, 2012, at 1:32 PM, "Manly, Marc E" <[email protected]> wrote:
Ann and Jim:
Following up on our discussion about the upcoming June and August Board meetings, I've had Debbie
check t o confirm that the conference center and rooms would be available at Clemson and that we could
get rooms at the RiU. This is based on my understanding of our discussion that we would switch the June
off-site retreat to the August meeting, do that meeting at Clemson, and hold the June meeting in
Charlotte.
If this works, let me know and we will book things before our tentative holds expire. Thanks.
Marc
Marc E. Manly
Charlotte, NC 28202
P h o n e : j R e d a c t e d - Personal Into j
email: marc.manly^duke-enerRy.com
DUKE_NCUC_00002784
From: Garrett, Debby
Sent: Thursday, March 01, 2012 1:24 PM
To: Manly, Marc E
Cc: Maltz, David S
Subject: June and August
Rooms are available at The Ritz for our June meetings. The Ritz will hold rooms until
Friday, March 9 . They will not hold the rooms after the 9 unless we sign a contract. I
expect (based on previous contracts with The Ritz) that our cancellation charges would be
around $4000.
th
t h
Space is available at the James F Martin Inn (hotel) and the Madren Conference Center
(meetings) in Clemson for our August meeting. I have requested space based on
numbers for a New Duke Board meeting. I thought it would be easier to cut back numbers
rather than add to. Thanks.
Debby Garrett
550 South Tryon St.
DEC45A
Charlotte, NC.28202
(phone)
Redarted - Penanal Info
(fax)
T
iRedactod - Penonil tnfo j(cell)
debbv.qarrett(g)duke-enerqv.com
This message is being sent by or on behalf of a lawyer. It a intended exclusively for the indrvidual or entity to which it is addressed. This
communication may contain infoimation that is propfi*tary, priv3aged or confidantial or olharwise legally oxempt from disdosure. II you are not
the named addressee, you are not authorized to read, print retain, copy or disseminate this message or any partof it. Ifyou have recerved this
massage in error, pleas* notify the sender immed rat oly bye-mail and delete all copies ofthe message.
DUKE_NCUC_0 0002785
From:
Sent:
To:
Cc:
Subject:
Ann Gray <[Rî^Pereonari^fo>
Rogers. Jim <[email protected]>; Garrett, Debby <[email protected]>
Re: June and August
This reflects my recall of our discussion and sounds fine to me. Directors at the exec session raised no concerns
about this possibility.
Thanks
Sent from my iPhone
On Mar 1, 2012, at 1:32 PM, "Manly, MarcE" <[email protected]> wrote:
Ann and Jim:
Following up on our discussion about the upcoming June and August Board meetings, 11 ve had Debbie
check to confirm that the conference center and rooms would be available at Clemson and that we could
get rooms at the Ritz. This is based on my understanding of our discussion that we would switch the June
off-site retreat to the August meeting, do that meeting at Clemson, and hold the June meeting in
Charlotte.
Marc
Marc E. Manly
550 S. Tryon Street, Mail Code DEG18
Charlotte, NC 28202
P h o n e : I Redacted • Personal Info j
To: Manty, Marc E
Cc: Maltz, David S
Rooms are available at The Ritz for our June meetings. The Ritz will hold rooms until
Friday. March 9 . They will not hold the rooms after the 9 unless we sign a contract. I
expect (based on previous contracts with The Ritz) that our cancellation charges would be
around $4000.
th
t h
Space is available at the James F Martin Inn (hotel) and the Madren Conference Center
(meetings) in Clemson for our August meeting. I have requested space based on
numbers for a New Duke Board meeting. I thought it would be easier to cut back numbers
rather than add to. Thanks.
DUKE_NCUC__0 0 0 0 2 7 8 6
Debby Garrett
550 South Tryon St.
DEC45A
Charlotte, NC 28202
Redacted - Pereona! Info ; ( p h O n e )
j(fax)
iRfdictnl'Penoiul Info j
debbv. qarrett(aid uke-enerqy.com
This measage is being sent by or on behaltof a lawyer. Itis intended exclusively forthe indwidual or entity to which il is addressed. This
communication may contain informalion Diat is proprietary, privileged or confidential or otherwise legally exempt trom disclosure, tf you are not
the named addressee, you are not authorized to read, prinl retain, copy or disseminata this message or any partof it. Ifyou hawereceivedthis
message in error, pleaso noiify the sender immediately by e-mail and delete all copies of the massage.
DUKE_NCUC_0 0002787
From:
Sent:
To:
Cc:
Subject:
'Ann Gray' ^ltedact^^l^nannfo >; Rogers, Jim <[email protected]>
FW: June and August
-
Ann and Jim:
Following up on our discussion about the upcoming June and August Board meetings, I've had Debbie check to confirm
that the conference center and rooms would be available at Clemson and that we could get rooms at the Ritz. This is
based on my understanding of our discussion that we would switch the June off-site retreat to the August meeting, do
that meeting at Clemson, and hold the June meeting in Charlotte.
Marc
Marc E. Manly
Charlotte, NC_28202 _
P h o n e : | Redacted - Personal Info !
To: Manly, Marc E
Cc: Maltz, David 5
Rooms are available at The Ritz for our June meetings. The Ritz will hold rooms until Friday, March
9 . They will not hold the rooms after the 9 unless we sign a contract. I expect (based on previous
contracts with The Ritz) that our cancellation charges would be around $4000.
th
t h
Space is available at the James F Martin Inn (hotel) and the Madren Conference Center (meetings) in
Clemson for our August meeting. I have requested space based on numbers for a New Duke Board
meeting. I thought it would be easier to cut back numbers rather than add to. Thanks.
Debby Garrett
550 South Tryon St.
DEC45A
Charlotte^NC. 28202
Redacted - Personal Inlo i f p h O n e )
__
v v
__,(fax)
I R i d j c t i d - Personal Into
i(cell)
[email protected]
DUKE_NCUC_00002788
This message b being sent by or on behalf of a lawyer. Itis intended exclusively forthe individual or entity to which It is addressed. This communication may
c o n t a i n i n f o r m a t i o n t h a t is p r o p r i e t a i y , p r i v i l e g e d o r c o n f i d e n t i a l o r o t h e r w i s e legally e x e r r p t f r o m d i s c l o s u r e . I f y o u a r c not t h e n a m e d a d d r e s s e e , y o u a r e n o t
authorized to rood, print retain, copy or dlsscmlnato thb message or any part of It ffyou havo rccehrcdthts message In error, please nottfythe sender
irnmedately by e-mail and delete all copies of the message.
DUKE_NCUC_0 0002789
From:
Sent:
Wednesday, Februaiy 29, 2012 3:14 PM
To:
Ajin Maynard Grav <l Redacted - Personal mfb > ; Dan DiMicco
<!Redacted - Personal Info j^Bemffarai^Tfl^s; - bemhardt
<i"".".3-^*^/]îi°^
James H. Hance, Jr.
^ ^ ^ £ . : " ^ ? ? 5 ? ! J r L ! ? J ; Rhodes, Jim {_Re^c^} P^'reonal Info"*^; John
Forsgren {itedacfed - Personal" info p*; Michael G. BrqAvninfi
,
,
>
-
^ ^ ^ ^ j j j j j [Redacted - Personal Info j>.
l
Cc:
0
t ^ j i Sharp ! ^ _ ^ ^ - _ f V ^ ^ ' ' ' ^ > ; Rogers, Jim <Jim.Rogers(®dukeenergy.com>; BametR W[Redacted-_Pereofia|_|nfo_}
Maltz, David S <[email protected]>; Manly, Marc E
<[email protected]> .HamngtqnûeC <[email protected]>; Bonny Light | R e f r c ^ - Personal Info ^>; Currence, Kathy K
<Kathy.£ujTence@du^
Elizabeth^GilJiam
<j Redacted-Pereonal Info >; Joyce Hiott <|iie*dBd-ôiiriinf^l>^îeM_Poijltdujour
4 Redacted - Personal Info j > ; LindaCaiiiipe'i "Redacted • Personal Into \>Marilyn Voigt 4K«t«**)-p-«*»ihi°i>- MiUer M_onicaJ _<[email protected]>; ^ndraThfo^rH'"*]
Redacted-Personal Into
j>; Sandra
J
r
y
L
r
Thrower : Redacted - PersonaMnfo j>
Subject:
BoardVantage - Housekeeping items
In order to continue to comply with our document control and retention guidelines related to
Board materials, we plan to institute the following policy related to materials posted on
BoardVantage. Within 24 hours after a meeting occurs, it will be our policy to delete all
annotations {subject to any legal holds that may be active) from a meeting book and also to
remove the book from the briefcase (pc and iPad), the new items (iPad) and the home page
(pc). We aiso request that you do not make any annotations to a book after a meeting. Books
will still be available for you to access in the timeline feature from your iPad or the document
tab from your pc.
On a different note, we would also like to inform you of a new function we have added to our
use of BoardVantage. In addition to past meeting books that will continue to be available for
your access, we have also added a link to a document of each committee's past agendas
(since the December 7-8, 2011 meetings). We thought this might assist you in the event you
were attempting to find a particular item or document. You can click on the agenda link and
review all past agendas for that particular committee. You can also do a word search within
this document. Once you find the agenda item you were searching for, you can then go to the
book for that particular meeting and review the related document. Unfortunately, due to the
different configuration of the iPad versus the pc, this search functionality is currently not
available on the iPad; however, the agendas are located in the document repository on the
iPad.
Debby Garrelt
550 South Tryon St.
DEC45A
Charlotte, NC 28202
DUKE_NCUC_0 0002790
Redacted - Personal Info
Redacted - Perwnal Inlo
(phone)
(fax)
(cell)
[email protected]
This message Is being sent by or on behalf of a lawyer. It Is Intended exclusively tor the Individual or entity to which It Is addressed. This
communication may contain information that is proprietary, privileged or confidential or otherwise legally exempt from disclosure. If you are not the
named addressee, you are not authorized to read, print retain, copy or disseminate this message or any part of it. Ifyou have received this message in
error, please notify the sender immediately by e-mail and deleta all copies o f t h e message.
From:
Alex Bemhardt ^ ^ e d a c t e d - Personaflnfo
j>
Sent:
To:
Subject:
Wednesday, January 25, 2012 2:42 PM
Jim Rogers <[email protected]>
Re: CONFIDENTIAL NEWS RELEASE - FYI - New Electric Rates Approved for Duke
Energy's South Carolina Customers
Congratulalions !!
Alex Bernhardt Sr.
Sent By My Blackberry
From: "Rogers, Jim" [Jim.Rogt;[email protected]
Sent: 01/25/2012 03:13 P M EST
_
T o : A l e x Bemhardt; " ' a m g r a ) i t o £ n ^ ; ™ t i £ 7 jRcdictcd • Pereonannfo •>; " ' d f l n . d i m ^ o i « ^ . F i i ^ » " ^ " <f Redacted - Peisonal tnfo p-;
"Reinsch. Ji£ni„5sd«^^!!f?.^.?!JEir?_^P'; " j h f o r s g r e n j — ™ - l i ' " <jRtaact«d.poreonaMirfoj>; "j'hhaiicc!H«i.cud-p»,o™ihrio|"
J
{ ^ ^ f . ^ ? . : . . ^ . ^ . ^ ^ ^ ^ "Kogers, Jim" <Jim.^Q£i^r^~du^.^n£rey.^
e
r
r
a
<nibimvnn)g!Red^r*d- Pe"raona"unfo>; "Rhodes. Jim [ R e d a c t e d -_P_ _ ?op ' IjTf? rS
W -I Redacted - PersonaHnfo r
..
™ - ^ ^ ^ " [ R ^ c t ^ P i r w n r V n f o p ' ; "BamerJ
''
Ccf^Manfyârc E" <[email protected]>; ''Good, Lynn J" <[email protected]>
Subject: Fw: CONFIDENTIAL NEWS RELEASE - FYI - New Electric Rates Approved for Duke Energy's South Carolina
Customers
The SC Commission approved our rate settlement. Attached is our press release which will be issued at 4:05 pm today.
The details of the approval are in the release. If you have any questions, please give me a call.
Best,
Jim
From: Shiel, Tom Jr
Sent: Wednesday, January 25, 2012 03:03 PM
To: Executive Distribution for New Releases - Franchised
Cc: Media Relations
Subject: CONFIDENTIAL NEWS RELEASE - FYI - New Electric Rates Approved for Duke Energy's South Carolina
Customers
C O N F I D E N T I A L N E W S R E L E A S E - F O R Y O U R INFORMATION
• N O T E : The attached n e w s release will be i s s u e d at 4:05 p.m. E T today. It h a s been
reviewed and approved by Catherine Heigel, George Acker, Bonnie L o o m i s , Dwight
J a c o b s , Carol S h r u m , Jeff Bailey, Phil Stillman, Timika Shafeek-Horton and Bill C u r r e n s
Date:
1/25/12
Release expected: 4:05 p.m. ET
Time: 3 p.m. E T
Draft: FINAL
1/25/12
This draft news release is intended to be seen only by those persons listed above on the Distribution or Special
Distribution. PLEASE DO N_OTJF_ORWARJLTM^^
V believe that someone not listed above should preview
this draft news release, please contact Tom Shiel.
l f
011
DUKE_NCUC_000027 92
Rogers, Jim <Jim.Rogers@duk:e-energy.com>
Wednesday, January 25, 2012 2:14 PM
Bemhardt, Alex - bemhardt <|
Rg^^l^^giLq!?ooaijmo
From:
Sent:
To:
'dan.dimicco(
,tod
"
:,rf
p
nn
' " "
tato;
'j h forsgren i ^ : ! ? ^ j V T h h ^ c e ^
.Q.crgy.-Com>;^mbroîng[R^
e
•j Redacted - Personallnfo
•4 Redacted - Personal Info i >
Cc:
I
Subject:
Attach:
j - ; 'amgray;
; Reinsch^Jim j Redacted - Personal Info | > ;
\
Rhodes, Jini!~~_"~->
J Sharp -lited^ted'" Per^îli^to | > ; B a m e f l W i~~j
._
Manly, Marc E <[email protected]>; Good, Lynn J <[email protected]>
Fw: CONFIDENTIAL NEWS RELEASE - FYI - New Electric Rates Approved for
Duke Energy's South Carolina Customers
1-25-12 FE G Carolinas South Carolina Rate Case 2012 Order FINAL.docx
The SC Commission approved our rate settlement. Attached is our press release which will be issued at 4:05 pm today.
The details o f t h e approval are in the release. If you have any questions, please give me a call.
Best,
Jim
From: Shiel, Tom Jr
Sent: Wednesday, January 25, 2012 03:03 PM
To: Executive Distribution for New Releases - Franchised
Cc: Media Relations
Subject: CONFIDENTIAL NEWS RELEASE - FYI - New Electric Rates Approved for Duke Energy's South Carolina
Customers
C O N F I D E N T I A L N E W S R E L E A S E - F O R Y O U R INFORMATION
« N O T E : T h e attached n e w s release will be i s s u e d at 4:05 p.m. E T today. It h a s been
reviewed and approved by Catherine Heigel, George Acker, Bonnie Loomis, Dwight
J a c o b s , Carol Shrum, Jeff Bailey, Phil Stillman, Timika Shafeek-Horton a n d Bill C u r r e n s
Date:
1/25/12
Time: 3 p.m. ET
Draft: FINAL
Release expected: 4:05 p.m. ET 1/25/12
This draft news release is intended to be seen only by those persons listed above on the Distribution or Special
Distribution. IÊAJSE_PP_NQT_^
If you believe that someone not listed above should preview
this draft news release, please contact Tom Shiel.
DUKE NCUC 00002793
^ Duke
& Energy
N E W S
R E L E A S E
P.O. Box 1009
Charlotte, NC 28201-1009
.
o
Jan. zo, z u i z
n
9 (
9 n i
MEDIA CONTACT:
24-Hour:
ANALYSTS:
Jason Walls .,
ii«aewt-p«soniMi»
Bill Currens
[Redacted - Peraonal Into;
New Electric Rates Approved for Duke Energy's South Carolina Customers
CHARLOTTE, N.C. - T h e Public Service Commission of South Carolina (PSCSC) today
approved an increase to electric rates for Duke Energy's South Carolina customers.
The PSCSC accepted the settlement among Duke Energy Carolinas, the South
Carolina Office of Regulatory Staff, and Walmart Stores East.
"We're pleased the commission approved the settlement, which strikes a balance
between the economic challenges facing our customers and the company's need to
recover its capital investments," said Catherine Heigel, president, Duke Energy South
Carolina "This decision enables the company to continue to make needed investments
,o deliver reliable energy to customers at competitive rates and address compliance
with ever-increasing environmental regulations."
Consistent with the approved settlement agreement, Duke Energy Carolinas will
increase its customer rates in South Carolina by $92.8 million, with an allowed return on
common
equity of 10.5 percent and a 53 percent equity component of the capital
structure.
-more -
www.duke-energy.com
DURE_NCUCJ)00027 94
DUKE NCUC_00002794-A
-2The average rate increase is 5.98 percent, but the list below shows the approximate
increase for each customer class. The specific increase for individual customers will
vary, depending on the rate they pay and other factors.
•
Residential - 7.1 percent increase, approximately $6 each month for customers
who use 1,000 kilowatt-hours a month
•
Commercial (general service) - 5.2 percent
•
Industrial - 5.1 percent
•
Lighting - 5.8 percent
The new rates will go into effect on Feb. 6, 2012.
Additionally, Duke Energy Carolinas will donate $4 million to AdvanceSC. a limited
liability company established by Duke Energy in 2004 to support communities in Duke
Energy's South Carolina service area. The money will be used for grants for low income
assistance, education initiatives, economic development and existing manufacturing
support.
Under the provisions of the revised rates, the company's current Bulk Power Marketing
profit sharing allocation will change to provide 50 percent to AdvanceSC, 40 percent to
customers, and 10 percent to the company. The previous formula provided 50 percent
to AdvanceSC and 50 percent to the company.
As part of Duke Energy Carolinas' modernization plan, the company expects two new
power plants to begin producing electricity for customers in 2012. As a result the
company plans to request an additional rate increase in 2012 to recover the costs of
these new plants and other capital investments made on behalf of customers.
- more -
www. duke-en ergy. com
DUKE_NCUC_00002795
-3The company continues to await a decision from the North Carolina Utilities
Commission on its request to increase electric rates in North Carolina.
Money-Saving Opportunities for Customers
Duke Energy wants to help customers make the best use of every dollar spent on their
energy-related costs. To learn more, visit www.duke-energv.com/voutilitv.
Duke Energy Carolinas owns nuclear, coal-fired, natural gas and hydroelectric
generation. That diverse fuel mix provides approximately 19,000 megawatts of owned
electric capacity to approximately 2.4 million customers in a 24,000-square-mile service
area of North Carolina and South Carolina.
Duke Energy is one of the largest electric power holding companies in the United
States. Its regulated utility operations serve approximately 4 million customers located
in five states in the Southeast and Midwest, representing a population of approximately
12 million people. Its commercial power and international business segments own and
operate diverse power generation assets in North America and Latin America, including
a growing portfolio of renewable energy assets in the United States.
Headquartered in Charlotte, N.C, Duke Energy is a Fortune 500 company traded on the
New York Stock Exchange under the symbol DUK. More infomiation about the
company is available on the Internet at: www.duke-enerav.com.
###
vjww.duke-energy.com
From:
Sent:
To:
Tuesday, January 17, 2012 1:03 PM
Bemhardt, Alex - bemhardt ^ ' I Z I i r r ^ e ^ Z ^ ^ ^ ^ l " ^ ; 'amgray RedKted - P e n o t i i l wo t';
'dan.dimiccC'»«'«»*-'™»"»'°
Reinsch, Jim f
,
e<,a
ed
30
1
L?!^?^.^^™L !!!!?_T; 'jh1ianc^ f ^J "^" ^ I Rogers, Jim <[email protected]>; 'mbrowningj^VcM-'pTr^naTtlTfoi'; Rhodes, Jirri*" - — ^
<{ Redacted - Personal Info j > ; j — — ^
p r
Subject:
S h a r p [ Redacted - Petsonal ln*o g > - B a m e t h i , W ^ T ! ™ " !
,
^.™™!!?..:_ l^l?*_![l!?.>^; Manfy, Marc E <[email protected]>; Good, Lynn J
<[email protected]>
Board Materials for Thursday Call
The eariiest we will be able to post materials as to the Florida seitlement will be noon tomorrow.
We received the 25-page settlement yesterday and are in the process of quantifying the impact on earnings and a future decision to
either repair or retire Crystal River 3.
Ifyou have any questions, please give me a call.
DUKE NCUC 00002797
From:
Sent:
To:
Cc:
Subject:
Sunday, January 15, 2012 9:36 AM
dan.dimiccol' -* - —]
'amgraiRcdactM-ptfBOMimto7; Rogers, Jim <[email protected]>
Board call
,
Wd
d p
Dan:
as you have seen, the best time next week for the board call on the progressrequestfor consent re their proposed settlement is next
thursday during a lime unfortunately you will be unavailable. All other possible times had at least two members unavailable, so we
picked the time that maximized attendance. We apologize and can provide you a separate briefing at any time most convenient to you.
Mare
DUKE NCUC 00002798
From:
Sent:
Manly, Marc E <[email protected]:
Saturday, January 14, 2012 9:58 AM
To:
'amgrajRuheted - P e n o n a l Info
Cc:
Subject:
Re: Board call on fiorida
•
Ann: friday j i m and I will be going in between raleigh and Columbia meeting with public staff on merger mitigation
measures and had to keep that day open as we work out meeting and travel schedules. I know dan won't be happy, but
thursday was the best in terms of attendance and we will offer t o give him a separate briefing at his convenience.
F r o m : 3mgrayfR.4»ct.d.p™™iinio{mailto:[^^rt^-^
Sent: Saturday," January i4,"20l2 09:05 AM
To: Manly, Marc E
Cc: Rogers, Jim
Subject: Re: Board call on fiorida
Friday was never an option, not sure why? Dan has in the past pushed back via email to me on schedules that
exclude him.
If there is no other option,
then Thurs at 430 is default
thanks, ann
Original Message
From: "Manly, MarcE"
Date: Saturday, January 14, 2012 12:41 am
Subject: Board call on fiorida
To: "'amgra>(B«"«-i-''-«>'»ii'«> i"', "Rogers, Jim"
,
DUKE NCUC 00002799
From:
Sent:
To:
Cc:
Subject:
amgrajiR«i*ti«i-p«r»t™iimo j
Re: Board call on florida
So Thurs it is!!
Freezing here and windy, 15 tonight and tomorrow!
thanks, Ann
Original Message
From: "Rogers, Jim"
Date: Saturday, Januaiy 14,2012 10:12am
Subject: Re: Board call on florida
To: "amgra^Rrt»"e^p*f»™î|»fe i" , "Manly, Marc E"
,
> Ann,
>
> The reason Friday was never in the mix is Bill and I are meeting
> with the NC consumer rep in the morning and the SC guy in the
> afternoon.
> I hope you have a fun weekend. Very, very cold here.
>
> Best,
> Jim
>
> From: amgray^d^tw-i^raHnro ;[mailto:(Ridactod-Pefsonaiinfo 2t]
>
>
>
>
>
>
>
>
>
>
>
>
>
>
Sent: Saturday, January"1472012 09:05"AM
To: Manly, Marc E
Cc: Rogers, Jim
Subject: Re: Board call on fiorida
'
Friday was never an option, not sure why? Dan has in the past
pushed back via email to me on schedules that exclude him.
thanks, ann
Original Message
Date: Saturday, January 14,2012 12:41 am
Subject: Board call on fiorida
> To: "'amgraMRedicted-Peraonoitnfo j ' " , "Rogers, Jim"
DUKE NCUC 00002800
From:
Sent:
To:
Subject:
'amgra)lRM»««'-Fmo«itntel'; Manly, Marc E <[email protected]>
,
n
Ann,
The reason Friday was never in the mix is Bill and I are meeting with the NC consumer rep in the morning and the SC guy
in the afternoon.
I hope you have a fun weekend. Very, very cold here.
Best,
Jim
F r o m : amgrayjR»dict»ii-p»t»oniiHoj [mailto:;Re<)acted-l^rsorallrifo_!]
Sent: Saturday, January 14, 2012 09:05 AM
T o : Manly, Marc E
Cc: Rogers, Jim
S u b j e c t : Re: Board call on florida
Friday was never an option, not sure why? Dan has in the past pushed back via email to me on schedules that
exclude him.
thanks, ann
Original Message
From: "Manly, Marc E"
Subject: Board call on florida
To: '''amgray|f^~> ^
, "Rogers, Jim"
e
DUKE_NCUC_0 0002801
From:
Sent:
To:
Cc:
Subject:
R
,J,cted
(o
amgra)t « - P*™™' in i
SamrdayJaHuiryT4;2012 8:05 AM
Friday was never an option, not sure why? Dan has m the past pushed back via email to me on schedules that
exclude him.
thanks, ann
Original Message
Subject: Board caM on florida
To: "'amgra^^»d-p.fioMiwoj", "Rogers, Jim"
DUKE_NCUC_00002802
DUKE NCUC_00002802-A
From:
Sent:
To:
Rogers, Jim <Jim.Rogers@duk:e-cnergy.com>
Saturday, January 14,2012 7:42 AM
Subject:
Manly, Marc E <[email protected]>; 'amgra>:R«uc»d - Personal tnfoj
j
Marc, that works. Let's talk today. Thanks.
Original Message
From: Manly, Marc E
Sent: S B t u r d ^ J ^ i m y J ^ ^ 2 J ^ 4 L A M
To: 'amgray( Redacted - Personaj Info
Subject: Board call on floriSa
t>; Rogers, Jim
DUKE_NCUC_00002803
From:
Sent:
To:
Friday, January 6, 2012 6:02 PM
Manly, Marc E <[email protected]>; Good, Lynn J <Lynn.Good@dukeenergy .com>
Fw: No new news as to satisfying the FERC but late breaking news as to CR3.
Subject:
Original Message —
From: Rogers, Jim
Sent: Fridoy, January 06, 2012 07:00 PM
To: amgrayr """"l^dii^d-pOTSOTal iiifo"
7
]
Subject: No iiciV news'aTfo'satistymg'tlie'FER^Tjut late breaking news as to CR3.
Ann,
Notice of Appeal
Sorry about this late breaking news....the timing is out of our control.
Best,
Jim
DUKE_NCUC_0 0002804
From:
Sent:
To:
Cc:
Subject:
Attach:
Monday, February 13, 2012 1:39 PM
'Ann M. Gray' <amgray^ f_ _ _: _* _ ™l!i^j Rogers, Jim <[email protected]>;
Manly, Marc E <[email protected]>; Good, Lynn J <Lynn.Good@dukeenergy. com>; Maltz, David S <[email protected]>
Currence, Kathy K <[email protected]>; Sims, Bobbie A
<[email protected]>; Seaford, Robin T <[email protected]>; Garrett, Debby <[email protected]>
Schedule and Agendas forthe February 27-28, 2012, DukeEnergy Board and Committee
Meetings
2012.02.27-28 Schedule and Board and Committee Agendas.pdf
<,a
t<!
d
p
ri
0
Attached are the schedule and agendas for the February 27-28 Board and committee meetings to be discussed at
tomorrow's planning session meeting at 4:00p.m.
Sue C. Harrington
SSO South Tryon St/DEC45A
P.O. Box 1321 (28201)
Charlotte, NC 28202^
Redacted • Ptrsonal InJe
Sue.HarringtonJpduke-en ergy.com
DUKE_NCUC_0 0002805
DRAFT
BOARD OF DIRECTORS
SCHEDULE OF MEETINGS - FEBRUARY 27-28, 2012
McGuire Nudear Station - Huntersville, North Carolina
550 South Tryon Street, Charlotte, North Carolina
MONDAY
FEBRUARY 27. 2012
7:45AM -1:00PM
MEETING
Nuclear Oversight Committee
(McGuire Nuclear Station - Huntersville, North Carolina)
11:00AM-12:30PM
12:00PM-1:30PM
Lunch
1:00PM -2:00PM
2:00PM - 4:30PM
Finance and Risk Management Committee
4:30PM-6:30PM
Audit Committee
6:30PM
TUESDAY
FEBRUARY 28. 2012
(The Vista (46"' Floor) - Duke Energy Center)
MEETING
6:30AM - 8:00AM
Breakfast
8:00AM-12:30PM
12:30PM -1:00PM
Independent Directors Meeting, including lunch, and briefing of Chaimian
#436393
DRAFT
AGENDA
NUCLEAR OVERSIGHT COMMITTEE MEETING
MONDAY, FEBRUARY 27, 2012-7:45 A.M. TO 1:00 P.M.
TRAINING CENTER AT MCGUIRE NUCLEAR STATION
12700 HAGERS FERRY ROAD, HUNTERSVILLE. NORTH CAROLINA
Committee Members:
Present
Secretary:
James T. Rhodes, Chair
William Barnet, III
E. James Reinsch
Philip R. Sharp
"
"
Others Present*
~
~
~
'
"
*************************
_and acted upon:
^
Motion
Second
Vote
Executive Session
Lunch with McGuire Management
Next scheduled meeting date: May 2, 2012, at Catawba Nuclear Station
DUKE_NCUC_00002807
DRAFT
AGENDA
MONDAY, FEBRUARY 27, 2012-11:00 A.M. TO 12:30 P.M.
Committee Members:
Present
Daniel R. DiMicco
John H. Forsgren
Ann M. Gray
Secretary
Others Present
+
* *
and acted upon:
Motion
Second
*
*
*
*
*
Vote
Close-Out of Current Incentive Plans
Approval of New Incentive Plans
Miscellaneous
#436443
DUKE_NCUC_00002808
March [ _ J , 2012 (proxy statement)
May 2, 2012
#436443
DUKE_NCUC_00002809
DRAFT
AGENDA
MONDAY, FEBRUARY 27, 2012 - 1:00 P.M. TO 2:00 P.M.
Committee Members:
Ann M. Gray, Chair
Michael G. Browning
Daniel R. DiMicco
and acted upon:
Present
Secretary
Others Present
* * * * * * * * * * *
Motion
Second
Vote
May 2, 2012
#437179
DUKE NCUC 00002810
DRAFT
AGENDA
MONDAY, FEBRUARY 27, 2012 - 2:00 P.M. TO 4:30 P.M.
Committee Members:
Present
William Barnet III, Chair
Michael G. Browning
Ann M. Gray
James H. Hance, Jr.
E. James Reinsch
Secretary
Others Present
Motion
Second
Vote
Commercial Businesses Projects (2:30-3:15):
Matters to be reviewed {Z'-^SîZQ):
May 2, 2012
#436437
DUKE_NCUC_00002811
DRAFT
AGENDA
MONDAY, FEBRUARY 27, 2012-4:30 P.M. TO 6:30 P.M.
BOARD ROOM A T T H E DUKE ENERGY CENTER
Committee Members:
John H. Forsgren
James T. Rhodes
Philip R. Sharp
Present
Secretary
Others Present,
* * * * * * * * * * * * * * * * * * * * * * *
and acted upon:
Motion
* * * * * * * * *
Second
Vote
$"438389
DUKE_NCUC_0 0002812
DRAFT
Matters to be reviewed:
Next scheduled meeting date: May 2, 2012
#438389
DUKE_NCUC_0 0002813
DRAFT
A G E N D A
TUESDAY, FEBRUARY 28, 2012 - 8:00 A.M. TO 12:30 P.M.
Directors:
Present
William Bamet, III
Michael G. Browning
Daniel R. DiMicco
John H. Forsgren
Ann M. Gray
James H. Hance, Jr.
E. James Reinsch
James T. Rhodes
Philip R. Sharp
Secretary
'
Counsel
Others Present
Safety Message
A.
B.
• Discussion of Chairman, President and CEO Evaluation
C.
Financial Report (Lynn Good) (9:30-10:00)
• January Financial Results
• 2012 Operating Plan Discussion
BREAK (10:00-10:10)
D.
Merger Integration Update, including Crystal River and Regulatory Strategy
E.
Duke Energy Indiana's Edwardsport Integrated Gasification Combined Cycle
(IGCC) Project Update (Marc Manly/Doug Esamann/Rick Haviland) (10:45-11:15)
F.
Commercial Businesses Report (Keilh Trent) (11:15-11:45)
G.
Legal, Regulatory and Legislative Update Report (Marc Manly) (11:45-12:00)
H.
• Report ofthe Audit Committee (Michael Browning)
• Report of the Compensation Committee (Jim Hance)
• Report ofthe Corporate Governance Committee (Ann Gray)
« Board Self-Assessment Questionnaire Results
• Report of the Finance and Risk Management Committee (Bill Barnet)
• Report of the Nuclear Oversight Committee (Jim Rhodes)
#436501
DUKE_NCUC_00002814
DRAFT
*********
MATTERS TO B E CONSIDERED
AND ACTED UPON:
Motion
Second
Vote
CONSENT AGENDA
Item Recommended from the Audit Committee:
(1) Approval of Deloitte & Touche LLP as Independent Accountant for 2012 and
Shareholder Ratification of Such Selection
Item Recommended from the Compensation Committee:
(2) Approval of Compensation Pursuant to Say-On-Pay Vote
(3) Approval of 2014 Dates and Locations of Board and Committee Meetings
(4) Approval of Amendment to the Amended and Restated Certificate of Incorporation
Items Recommended from the Finance and Risk Managemeni Committee:
Notice of Appeal
General items:
(9) Approval ofthe 2012 Operating Plan
(10) Approval of Amended and Restated Duke EnergyCorporation Banking Resolutions
(11) Approval of Minutes of Board of Directors' Meetings Held on December 8 201T
December 20, 2011; January 19 2012; February 6, 2012; and February 13 2012
(
****
************
* * * * • * * * „ , , * ,
* * * * * * * * * * *
+
* * * * * * * * * * * * * * * * * * * *
Next Scheduled Meetings:
March
2012
May 2, 2012
May 2, 2012
May 2, 2012
May 2, 2012
May 2, 2012
May 3, 2012
Compensation Committee (teleconference - proxy statement)
Duke Energy Corporation Board Meeting/Annual Shareholder Meeting
#436501
DUKE NCUC 00002815
From:
Sent:
To:
Subject:
Weber, Jennifer <Jenni fer.Weben@ duke-energy. com>
Monday, April 4, 2011 11:50 AM
RE: Merger status and potential issues.
Jim,
Thanks so much for forwarding lo me. Things are going well on this end. I head to Raleigh on Wednesday to present to the HR
leadership team at Progress. Paula and AR set up a meeting with Bill while I'm there. It's a brief half hour meeting intended to
understand his philosophy on some executive compensation topics, especially areas where we appear to be far apart. He also wants an
update on where things stand related lo the transition of their SERP.
I will let yon know how it goes.
Again, I appreciate you keeping me in the loop on these matters.
See you later in the week.
Original Message
From: Rogers, Jim
Senl: Monday, April 04, 2011 11:40 AM
To: Weber, Jennifer
Subjecl: Fw: Merger status and potential issues.
Jennifer, sorry. I forgot to add your name. I hope everything is going well?
Original Message
From: Rogers, Jim
Sent: Monday, April 04, 2011 11:15AM
To: Good, Lynn J; Jamil, Dhiaa M; Manly, Marc E; Mullinax, A R
Subject: Merger status and potential issues.
Team,
I talked with Ann this moming and in the course of the conversation she ask about the integration. After expressing my views
(tone/nrrogance/lack of respect/inflated sense of capability especially in light oftheir track record), she is properly coneemed about a
clash of cultures as I am.
I suggested that wc address it ni the board meeting. I would like to .set out every issue lhat appears al thi.s lime we have a conflictmodel; what is in Raleigh elc etc.
It is important lhat they have a clear point of view on these issues. It will enchance my ability to address these issues as you all kick
Ihem to Bill and me to resolve.
This email should not be shared with anyone.
From:
Sent:
To:
Subject:
Monday, January 3, 2011 2:56 PM
RE: Write-up
It isfa*cw-p™-dwo; code is*— ~— j [ assume that Jennifer or Bob is the moderator, so you just use the participant code.
I wil come over td the hangaTafiffjoin you there. Lynn is trying to determine whether to join.
(
From: Rogers, Jim
Sent: Monday, January 03, 2011 2:53 PM
To: Manly, Marc E
Subject: Re: Write-up
Would you send me the dial in numbers for comp committee. I believe some of us our going to do it from hanger.
From: Manly, Marc E
To: Rogers, Jim; 'SARosenblum(gl,_
Subject: RE: Write-up
"~"
From: Rogers, Jim
To: Manly, Marc E; 'SARosenblum^j^w-p™-**.';
Subject: Fw: Write-up
From: Little, Nanci [[ Redacted - PersonaMnfo
Sent: Wednesday, DecOTber 2972(riT02:47 PM
To: Rogers, Jim
Subject: Write-up
Jim,
The draft write-up is below. Of course, I reserve the right t o change my mind and reverse direction.
Bill
The Executive Chairman will fulfill
Internally,
important
roles internally
he will advise and counsel the CEO on strategic
and externally for the Company.
and other matters.
He will chair Board
meetings and will represent the Board to the public.
Externally,
national
the Executive Chairman will serve as the Company's primary spokesman on matters of
and international
important
deployment.
energy policy.
to the Company's strategy,
He will continue his involvement
in global
as weil as the assessment of technological
development
Along with the CEO, he will also play an active role in the Company's
relations and activities at the national
develop the company's long-term
initiatives
and
governmental
and state levels. His work in these areas will help to shape and
strategy.
DUKE_NCUCJ30002817
From:
Sent:
To:
Subject:
Manly, Marc E <Marc.Manly@duke-en ergy. com >
Rogers, Jim <[email protected]>; 'SARosenblumfS^'^-p*™ ^!
RE: Write-up
1
From: Rogers, Jim
To: Manly, Marc E; 'SARosenblum^"^"^
Subject: Fw: Write-up
From: Little, Nanci [|~™~Rîcte¥"-'^rsonal Info* " j
Sent: Wednesday, December 2972010 02:47 PM
To: Rogers, Jim
Subject: Write-up
Jim,
The draft write-up is below. Of course, I reserve the right to change my mind and reverse direction.
Bill
The Executive Chairman wiil fulfill important roles internally and externally for the Company.
Internally, he will advise and counsel the CEO on strategic and other matters. He will chair Board
meetings and will represent the Board to the public.
Externally, the Executive Chairman will serve as the Company's primary spokesman on matters of
national and international energy policy. He will continue his involvement in global initiatives
important to the Company's strategy, as well as the assessment of technological development and
deployment. Along with the CEO, he will also play an active role in the Company's governmental
relations and activities at the national and state levels. His work in these areas will help to shape and
develop the company's long-term strategy.
DUKE_NCUC_0 0002818
From:
Sent:
To:
Ringel, Robert J <[email protected]>
Monday, January 3,2011 12:37 PM
James Harice[ _
Redacted - Personal Inifo __ __i?^^l~P ^^[^]
amgray^"^"-p«r»niiinK | jhforsgrenj*—--™_^! dan.dimiccoi " ^;''™•"'* |
Rogers, Jim <[email protected]>; Beverly Aisenbrey
^ril"'^^-^^^^^^!™
Manly, Marc E <[email protected]>;
Good, Lynn J <[email protected]>; Weber, Jennifer
<[email protected]>; Harrington, Sue C <[email protected]>
r
Confidential - Duke Eneigy Compensation Committee Meeting Materials
Granite CC Deck 1 3 1 l.pdf
e
B
Cc:
Bcc:
Subject:
Attach:
u
,,
Attached are the materials (26 pages) for the Compensation Committee meeting at 4:00 today. The materials include a
short PowerPoint describing the compensation and benefits considerations in Project Granite, as well as a number of
items that Mr. Hance asked us to send in connection with CEO and Executive Chatr compensation. If you would prefer
that we fax the materials, please do not hesitate t o let us know.
DUKE NCUC 00002819
This document is a
Board or Committee
presentation. It is
available for inspection.
DUKE_NCUC_00002820
From:
Sent:
Monday, September 27, 2010 9:58 PM
To:
' a m g r a y ' d a c t e d - P e r s o n a l [nfo i
Subject:
Re: Granite Update
Ann, I will call early- 8 ish- looking forward to our conversation. Best, jim
Original Message
From: amgravl
Redacted- PersonaMnfo
J
To: Rogers, Jim
Sent: Mon Sep 27 21:51:29 2010
Subject: Rc: Granite Update
Jim,
Flexible all moming until I leave at 1130, so any time after 7am is fine
Thx, Ann
Sent via BlackBeny by AT&T
Original Message
Date: Mon, 27.Sep_2010 21:34:07
To' 'amgray,^
Redactwl • PiereonaiInfo
i
Subiect: Re: Granite Update
Ann, I juslfinisheda dinner at my house for all the major givers in the company to the United Way. 1 will call in lhe moming lo share
the details. What is the best time for you? Best,
Jim
Original Message.;
From: amgrayj
To: Rogers, Jim
Sent: Mon Sep 27 18:25:36 2010
Subject: Re: Granite Update
Jim,
Eager to fill in some of the details, look forward lo speaking w you. Am at a Board mtg Tues aftn thru Wcd-doyou have any time
tomorrow AM? Or this evening? If not, then Thurs possibly?
Ann
Original Message
From: Rogei s, Jim
To: Bemhardt, AlexjR^f^-^ww"^]
To:
'amgra_ViRo*iacd-PersoraUBlo i
To: B a n i e f ? ^ r ™ I ' f r f j ' ^ " ^ " ^ " 7
To: 'dan.dimiecojF»«i»ct«i-Pei»oninrfoi
To: Jim 1 lance
-
To: Reinsch, J i m
To: Rhodes, JimL..,
;
j
To: John Forsgren
T o : ^ n b m w n i n g ; Redacted-Personal Info i
To:!—_—•jShajp'^vTrf
Cc: Good. Lynn J
Cc: Manly, Mare E
Subject: Granite Update
Sent: Sep 27,2010 5:53 PM
This is a brief update on the meeting lhat 1 had yesterday with the CEO of Platinum.
We had a ilelailed discussion on several kev items The boltom line is we agreed lo set Nov 15th or the first week of December as
possible announcement dates. Wc also agreed to schedule a meeting in the nest several weeks with the lead directors and CEOs of
both companies.
DUKE_NCUC_0 0002821
Candidly, wc have much work to do to structure a deal that will work for both companies' shareholders. Some of the terms/concepts
we discussed are as follows:
Notice of Appeal
I still believe that tliis has the potential to be a good deal for our shareholders and other stakeholders. J will continue to work to find a
way forward.
If you have any questions, please give mc a call.
Sent via BlackBerry by AT&T
DUKE_NCUC_0 0002822
,
d,ct8d
p
,rif<,
a gray! ^
Sent:
To:
Subject:
Re: Granite Update
m
-*
reonal
From:
l
Jim,
Flexible all moming until I leave at 1130, so any time after 7am is tine
Thx, Ann
Original Message
Date: Mon, 27 Scp_2010 21:34:07
To: amgrayi^L ™.-.r.3~.^^^
Ann, i just finished a dinner at my house for nil the major givers in the company to the United Way. I will call in the moming to share
the details. What is the best time lor you? Best,
Jim
,
r
Original Message
From: amgrayL,...,
f^f!?^_l:_P I?^l!p!°
To: Rogers. Jim
Sent: Mon Sep 27 18:25:36 2010
e
I
Jim,
Eager lo fill in some ofthe details, look forward to speaking w you. Am nt a Board mtg Tues aftn thru Wed-do you have any time
tomorrow AM? Or this evening? If not, then Thurs possibly?
Ann
Original Message
From: Rogers, Jim
To: Bemhardt, Alex iitoMd-romm;
To:
' a m g r a y j Rediclod - P e n o n a l Inlo
To: Bamet|^™i.—IM.™;
To: 'dan.dimrccb"^^j-fii«^.s^ j
To: Jim Hance
_
To: Reinsch. J i m f " " "
To: Rhodes, Jim 1
To: John Forsgren
'
To: 'mbrowTiing Redacted - Personal Info ]
To:!^"-—-] Sharp l^.—J
Cc: Good, Lynn J
Cc: Manly, Marc fi
Sent: Sep 27, 2010 5:53 PM
This is a brief update on the meeiing that 1 had yesterday with the CEO of Plalinum.
We had a detailed discussion on several key items. The boltom line is we agreed to set Nov 15th or the first week of December as
possible announcemenl dates. We also agreed to schedule a meeting in the next several weeks with the lead direclors and CEOs of
both companies.
Candidlv, we have much work Io do to structure a deal that will work for both companies' shareholders. Some of the terms/concepts
_ _ _ _ _ _ _ _
Confidential
DUKE_NCUC_0 0002823
Notice ofAppeal
I still believe that this has the potential to be a good deal for our shareholders and other stakeholders. I will continue to work to find a
way forwanJ.
If you have any questions, please give me a call.
DUKE_NCUC_0 0002824
From:
Sent:
To:
Bernhardt, Alex |"~'S
Subject:
Re: Granite Update
"""Redacted-Per^MiMfo'
i'amgraM^^l!l^'!^j
Thanks foryour note....! am focused on making ihis a reality in a way that works for all stakeholders of both companies
much worked to do...if it is meant to be, we will find a way.
Best, Jim
Original Message
From: Alex Bemhaidt {._.„ Redacted . Pefsonal Info
To: Rogers, Jim
Cc: amgrayj^_
R t d K t e d -^Personal Info
wc have
j
_j
Sent: Mon Sep 27 20:53:37 2oiio "
Hang in there ! This is still excellent for all for the long nm. Very
pleased that there will be a ineeting with the two CEOs and the two lead
direclors ; this is progress !!
tks
Alex
'Rogers. Jim"
<[email protected]>
To,
"Bemhardl, Alex
—• —!
09/27/2010 05:54
! _ RedactecU Personal Info
(
[Redacted - Personal I n f o j """Bamet 1—-^
|
R e d a c t e d - Personal I n f o
j
'"dan.dimicco L * * / * * / ! ^ •••*•!!*
[
j.
" 'j lihance( "•i«^Ti;™™Ttafe"j'"
[
Rf dieted -_Pe'rsonai fnto
"Reinsch, Jim j
;
rTcdac^ê'iâTTriro'^ "Rhodes, Jim r
Redacted - Personai info
!
"'jhforsgrer['.*«»*-r.'.--r-. ]
T Redacted • Personal Into
1 Redacted - Personal Info ^
[Redietrt - PenonaMnia 1
CC
"Good, l.ynn J"
<[email protected]>,
"Manly, Mnre E"
<M arc. Manly @du ke-energy .eom>
Subject
Granite Update
DUKE_NCUC_0 0002825
This is a brief update on the meeting that I had yesterday with the CEO of
Platinum.
We had a detailed discussion on several key items. The bottom line is we
agreed to set Nov 15th or the first week of December os possible
announcement dates. Wc also agreed lo schedule a meeting in the next
several weeks with the lead directors and CEOs of both companies.
Candidly, wc have much work to do to structure a deal that will work for
bolh companies' shareholders. Some of the terms/concepts wc discussed arc
as follow s:
Confidential
Notice ofAppeal
I still believe that ihis has the potential to be a good deal for our
shareholders and other stakeholders. I will continue to work to find a way
forward.
DUKE NCUC 00002826
From:
Sent:
f o ;
' a m g r a y R«o*c«eo - parsonal in»
Subject:
Re: Granite Update
Ann, I just finished a dinner at my house for all the major givers in the company to the United Way. I will call in the moming to share the
details. What is the best time for you? Best,
Jim
O r i g i n a l Message
From: amgrayj
Redacted|_-_Personal_l nfo
To: Rogers, Jini " " "
"
Sent: Mon Sep 27 18:25:36 2010
'
"
Jim,
Eager to fill in some ofthe details, look forward to speaking wyou. Am at a Board mtg Tues aftn thru Wed-do you have any time
tomorrow AM? Or this evening? If nol, then Thurs possibly?
Ann
Original Message
From: Rogers, Jim
To: Bemhardt, Alex l^rHOi™*!*J
To: 'amgra^^Sjj^HJSj^rso'.'Zj
To: Bainetl^'r^^J^.^J
To: 'dan.dimicco;'
To: Jim Hance
To: Reinsch, Jimi
To: Rhodes, Jim j
To: John Forsgren
T o : 'mbrowningRedacted-Personalimo ;
To: !™".^rj Sharp
Cc: Gocd, Lynn J
Cc: Manly, Marc E
Senl: Sep 27, 2010 5:53 PM
Tliis is a brief update on the meeting that I had yesterday with the CEO of Platinum.
We had a detailed discussion on several key items. The boltom line is we agreed lo sei Nov 15th or the first week of December as possible
announcement dales. Wc also agreed to schedule a meeting in the next several weeks with Ihe lead directors and CEOs of both companies.
Candidly, we have much work to do to siiucturc fi deal that will work for bolh companies' shareholders. Some ofthc terms/concepts wc
discussed are as follows:
Confidential
I still believe that this has the potential to be a good deal for nur shareholders and other stakeholders. I will continue to work to find a way
forward.
Sent via BlackBerry by AT&T
DUKE_NCUC_00002827
From:
Alex Bernhardt^ Redacted - Personal Info
Sent:
To:
Monday, September 27^2010 8:54 PM
Rogers, Jim <Jim.Rogers@duke-energyxom>
CC:
a m g r a ) { Rtdictad - Parsonal h f o ;
Subject:
Re: Granite Update
Hang in there ! This is slill excellent for all for the long run. Very
pleased tliat Uiere will be a meeting with the two CEOs and the two lead
directors; this is progress !!
tks
Alex
"Rogers, Jiin"
<[email protected]>
To
''Bernhardt, Alexf'^"»V-p™niNM«]
Redacted - Peraonal Info
09/27/2010 05:54
PM
'Redacted - Personal Info i " B a m e t l " .
j
_Reda d e d ^Personai Info
-
_i
"'dan, di iricco^dwiid
Rnlacted-Penonal Irtfo
" ' j h i Ul nCC (Reda cted - Personal Into j
[
_ JttiiactM-PansonaMnfo
"Rciiucli. Jiii^rfrl-™™!
iRedacted"- Pereonal I n t o j ' R h o d e S , J i m
[
R ^ ^ c t e d - Personafinfo
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" 'j hlb rsgren^*icBd|S™miMB]
| Redacted - Pereonal Info j
"'mbrownin^lRedVcted'-PereonVri^
[
R e d a c t e d - p e r s o n a l lnfo_
j
^Redacted - PersonaHnfo i
"Good. LynnJ"
<Lynn.Good@diikc-cncrg\'.coin>,
"Mnnly, Marc E"
<Ma rc. Manly @dtike-e neigy .co m>
Subject
Granite Update
Tliis is a brief update on the meeting thiit I had yesteiday with tlie CEO of
Platinum.
Wc had a detailed discussion on several key items. Tic bottom line is wc
agreed lo set Nov 15th or the firsl week of December as possible
announcement dates. We also agreed to schedule a ineeting in the next
several weeks with the lead direclors and CEOs of bolh companies.
Candidly, we have much work to do lo stmcture a deal that will work for
both companies' shareltoldcre. Sonic of the tcnns/conccpts we discussed are
as follows:
Confidential
DUKE NCUC 00002828
Notice of Appeal
I still believe that this lias the potential to be a good deal for our
shareholders and other stakeholders. I will continue to work to find a way
forward.
If you liave any questions, please give me a call.
DUKE_NCUC_0 0002829
F r o m !
a m g r a y Redacted - Personal info j
Sent:
To:
Subject:
Rogers, Jim <Jim. Rogers© duke-en ergy. com >
Re: Granite Update
Jim,
Eager to fili in some of tlie details, look forward to speaking w you. Am at a Board mtg Tues aftn thru Wed-do you have any time
tomorrow AM? Or this evening? If nol, then Thurs possibly?
Ann
Original Message
From: Rogers, Jim
To: Bemhardt, Alex
T o : 'amgrayjRedaetod ^Personal Infoj
To: Bamci«•«"<-'-.—nTo: 'dai).dimiccovifcd>ctirf-Pnairiini» j
To: Jim Hance
To: Reinsch, Jim;
]
To: Rhodes, Jim !
;
To: Joim Forsgren
To: 'mbrowningliR^^îY?!.* . ).^
To:[" ^-J. Sharp t ^ j j
Cc: Good. Lynn J
Cc: Manly, Marc E
Subjecl: Granite Update
Sent: Sep 27, 2010 5:53 PM
0 1
This is a brief update on the ineeting that I had yesterday wilh the CEO of Platinum.
We had a detailed discussion on several key items The bottom line is we agreed to set Nov 15th or the first week of December as
possible announcement dates. We also agreed to schedule a meeting in the next several weeks wilh the lead directors and CEOs of
both companies.
Candidly, vve have much work to do to structure a deal that will work for bolh companies' shareholders. Some of the terms/concepts
Confidential
I still believe that this has the potential lo be a good deal for our shareholders and other stakeholders. I will continue to work to find a
wav forward.
Senl via BlackBerrv by AT&T
DUKE_NCUC_00002830
From:
Sent:
To:
Bernhardt, Alex[___
Redacted - Personal lnfo
a m g r a y j R v d a c t M l -Pvnonal Info !
BaraetC^JI*^:?.?^^^
'jhhanceiRedacied-perBOfwiinro \ Reinsch, Jim iRedacted - PersonaMnfo ; Rhodes, Jim]"*—^
L.-Â^^,:j??.™^^
!»—
jSharp [Redacted - Personal Info !
Cc:
Subject:
'mbrowningRedacted - Personal into |
Good, Lynn J <[email protected]>; Manly, Marc E <Marc.Manly@dukeen ergy. com>
Granite Update
This is a bnef update on the meeting that I had yesterday wjth the CEO ol" Platinum.
We had a detailed discussion on several key items. The bottom line is we agreed lo set Nov 15th or the first week of Etecember as
possible announcement dates. We also agreed to schedule a meeting in the next several weeks with the lead directors and CEOs of
both companies;.
Candidly, wc have much work to do to stmcture a deal that will work for both companies' shareholders. Some of the terms/concepts
wc discussed arc as follows:
Confidential
I still believe that this has the potential to be a good deal for our shareholders and other stakeholders. 1 will continue to work to find a
way forward.
DUKE NCUC 00002831
From:
Wbarncd Redacted - P e r s o n a l Info !
Sent:
To:
Tuesday, September 21, 2010 5:30 AM
[email protected]
Cc:
a m C T a y l Redacted - Personal Into ;
Subject:
Re: Update Granite
thank you...glad still on track....let me (us) know if we can help in any way....think these are issues identified at very
start ...hope Sunday a good opportunity.
Original MessageFrom: Rogers, Jim <[email protected]>
•amg
ray;
.R?5*i??^^Pj?.'^J!??IM ?._
To: Bernhardt, Alex {"
Redacted"- PersbnaiTnfo
,-idan.dimiccoC
i!^*d £!wrajij«!^__
! Redacted - Personal Infoj ;Reinsch, Jim [Redacted[ - Personal lnfo |
- Jimf
Redacted- PersonaHnfo"
^ h f o r ^ r e i ^ ^ ^ ^ ^ ^ T p ^ Q M i info
Tmbf ownmg^
Redacted - Personal tnto
,
;i
inio
R h o t l e s
Sharp [
Redacted - p e r s o n a l info
J
j
Cc: Good, Lynn J <[email protected]>; Manly, Marc E <[email protected]>
Sent: Mon, Sep 20, 2010 8:18 pm
Subject: Update:Granite
I had a v e r y good c o n v e r s a t i o n w i t h the CEO who described h i s board meeting l a s t
week.
He a a i d most o f t h e meeting was focused on the t r a n s a c t i o n . He described i t as a
v e r y p o s i t i v e meeting and t h a t they see t h e s t r a t e g i c value i n t h e t r a n s a c t i o n .
Confidential
Thanks f o r meeting today.
Best,
Jim=
DUKE NCUC 00002832
From:
Sent:
To:
Subject:
Alex Bemhardt j R e d a c t e d - P e f S O n a l IflfO
Monday, SeptemFe720^26T6Td:33'PM
Jim Rogers <[email protected]>
Re: Update:Granite
Good luck ! Press on ! This is the right one tor us !
Alex
Alex Bemhardt Sr.
Sent By My Blackberry
Original Message
From: "Rogers, Jim" [email protected]|
Senl: 09/20/201008:18PM AST
__ ,
To: Alex Bemhardt; '"amgray["
"RedacjM-P^
['Bametj.wjjtejtoctedj-^PônaMnfo
„"!*l'S.-iillBicy}CZ._V~
"!"'jhhanee^
/?^.^d,^PersqnaMnfo
LIKeinschj Jim
i Redacted - Personal Info | "Rhodes, Jim j .
?i^?5^?_i!^™®n5U7^?.
j ' ' j h f g ( ' ™ " '*T""*'JR dacled • Personal Info!
""'mSrownmgr "J JJ J
Redacted^
jSharp l " r ? * ^ ^ : H ^ ^ - ! M C ~ J
'
Cc: "Good, Lynn J" <[email protected]>; "Manly, Marc Ii" <[email protected]:>
Subject: Update:Granite
,
ors
rcr
e
I had a very good conversation with the CEO who described his board meeting last week.
He said most of the meeting was focused on the Iransaclion. He described it as a very positive meeting and thai they sec the strategic
value in the transaction.
Confidential
Thanks for meeting today.
Best,
Jim
DUKE NCUC
00002833
From:
Sent:
To:
Rogers, Jim <Jim.Rogers@ duke -cn ergy. com>
Monday, September 20, 2010 8:1_8_PM
- Personal Info
Bernhardt, A l e x . - t e n h a r c k Redacted
Lj^
Barnet_
,
Redacted - Pereonal Info
Subject:
L^m.ar.av.Redacted. Personal Info
F > e t s o n a
"
n
" '
0
'•
n
j h h a n c e * * * ^ - ^ * ^ > [ Reinsch^ Jim j Râcte7^-_Pcre_qnal Into j Rhodes, Jim F^—^j
^Redacted"''- Personal ihfo" ~" j h f orsgrerj •
Cc:
d>ctetJ
fr- 'Jaf] dilIUCCo[^
'mbrowningiRedacted - Personal Info
— ! Sharpi Redacted ^Personal Info
Good, Lynn J <[email protected]>; Manly, MarcE <Marc.Man][email protected]>
Up date: Granite
I had a very good conversation with the CEO who described his board meeiing last week.
He said most of the meeting was focused on the Iransaclion. He described it as a very posidve meeting and that they see the strategic
value in the transaction.
Confidential
Thanks for meeting today.
Best,
Jim
DUKE NCUC 00002834
From:
Sent:
To:
Subject:
Trent, Keith <[email protected]>
Thursday, December 15 2011 2:52 PM
Bamefi W r ^ S S e d ^ P t t r M ^ j ^ J
RE: DEO Auction and Commercial Transmission announcement
;
Thanks Bill. Same to you.
From: wbametf Redacted - Personal Info
S e n t : ThursdayrDecerhberT5","20"lV3:49 PM
T o : Trent, Ke'rth
S u b j e c t : Re: DEO Auction and Commercial Transmission announcement
thante for this recap.-interesting and informative...hope a great holiday fer you and your family...best^shes for a great 2012...after
today, sense it will extremely interesting.
in a message dated 12/15/2011 10:37:14 A M . Eastern S t a _ ^
Confidential
DUKE_NCUC_0 0002835
From:
Sent:
To:
Cc:
Bcc:
Subject:
Tuesday, January 4, 2011 2:14 PM
Henry.Morgenbesscr(§} Redacted -personalJnfo I
Weber, Jennifer <[email protected]>
r
RE: Term sheet
Notice of Appeal
Original Message
From: Hcmy.MorgenbesserfST _ _
Senl: Monday, January' 03, 2011 10:48 AM "
To: Ringel, Robert J
Cc: Weber, Jennifer
Subject: RE: Term sheet
(
!
or,a
i
0
^?^? ^* ^j^?!^. L'r j! -
Notice ofAppeal
Original Message
From: Ringel, Robert J fmailto:[email protected]]
Senl: Sunday, January 02, 201Jj_8:37 PM
To; Morgenbesser, Henry:!*—-—— ^ Morgenbesser. Henry!—Cc: Weber, Jennifer
Subject: FW: Term sheet
Notice o f A p p e a l
Original Message
From: Ringel, Robert J
Sent: Sunday, January 02, 20! 1 07:53 PM
To: Rogere, Jim
Cc: Manlv, Marc E; Weber. Jennifer
Subiect: RE: Temi sheet
Notice of Appeal
Original Message
From: Rogei s, Jim
Sent: Sundav, Januurv 02, 201 1 7:52 PM
To: Ringel, Robert J'
Cc: Manlv. Mare U.: Weber, Jennifer
Subject: Re: Term sliceL
Notice of Appeal
Original Message
Sent: Sunday, Januaiy 02. 2011 07:41 PM
To: Rogers. Jim
Cc: Manlv. Mare E; Weber. Jennifer
Subject: RE: Tenn sheet
Notice of Appeal
DUKE_NCUC_00002836
Notice of Appeal
Original Message
From: Manly, Marc E
Sent: Sunday, January 02, 2011 6:07 PM
To: Rogers, Jim
Cc: Ringel, Robert J
Subject: Term sheet
Notice of Appeal
Marc
The foregoing e-mail may contain US tax advice. If so, please read the following carefully:
Unless othenvise expressly stated in the foregoing message, this advice was not intended or written to be used, and cannot be used, by
any person for the purpose of avoiding US federal tax-related penalties lhat may be imposed with respect to the matters addressed.'
Some of this advice may have been written to support the promotion or marketing of the transactions or matters addressed to persons
other lhan our client. For such advice, be advised that the advice was written to support the promotion or marketing of the transaction
00 nialter(s) addressed and if you are a person other lhan our client, you should seek advice based on your particular circumstances
from an independent tax advisor. In addition, unless expressly stated lo the contrary in the foregoing message, nothing herein shall be
construed to impose a limitation on disclosure by any person ofthc tax treatment or tax stmclurc ofany transaction lhal is addressed
herein.
o r
This email is conTidcntial and may also be privileged. If yon are not the intended recipient please delele it nnd notify' us immediately
by telephoning or c-mailing the sender. You should not copy it or use it for any purpose nor disclose its contents to any other person.
Allen & Overy LLP
1221 Avenue of the Americas
N e ^ o A ^ e w _ Y o r t : 10020
! Redacted -Personal Into I
hltp://www. allenoverY .com
Allen & Overy LLP is a limited liabilily partnership registered in England and Wales with registered number OC306763. It is
regulnled by the Solicitors Regulation Authority of England and Wales. Allen A Overy LLP is a nmlti-jurisdiciional legal practice
with lawyers admitted to practice in a varietv of jurisdictions.
'Uie term partner is used to refer to a member of Allen & Overy LLP or an employee or consullum with et|iiivaknt standing and
qualifications. A list ofthe members of Allen & Oveiy LLP and of the non-members
who are designated as partners is open to inspection al its registered office. One Bishops Square London
El GAD and at the above address.
For further infonnation about how Allen & Overy LLP is regulated, please see our wcbsiie at wvvw.allenoverv.com/aow'cb/legal
DUKE_NCUC_0 0002837
From:
Henr>-.Morgcnbesser@! Reda cted - Personal Info j
Sent:
Monday, January 3, 2011 10:48 A M
To:
Robert.Ringel@duke-energy. com
Cc:
[email protected]
Subject:
RE: Term sheet
Notice of Appeal
Original Message
From: Ringel, Robert J [mailto:RobcTt.Ringel@dukc-cnergy-com]
Sent: Sunday, January 02,_201_18;37 PM
To: Morgenbesser, Henry i ' f " " " ) ; Morgenbesser, HenryT**— ••—•
Cc: Weber, Jennifer
Subject: FW: Term sheet
Notice of Appeal
— Original Message —
Senl: Sunday, January 02, 2011 07:53 PM
To: Rogers, Jim
Cc: Manly, Marc E; Weber, Jennifer
Subjecl: RE: Term sheet
Notice ofAppeal
Original Message
From: Rogers, Jim
Subject: Rc: Term sheet
Notice ofAppeal
Original Message
From: Ringel. Robert J
Sent: Sunday, Januaiy 02, 2011 07:41 PM
To: Rogers, Jim
Subiect: RE: Term sheet
Notice of Appeal
Original Message
From: Manlv, Marc I:
Sent: Sunday, Januaiy 02, 2011 6:07 PM
To: Rogers. Jim
Subiect: Term sheet
Notice of Appeal
DUKE__NCUC_00002838
/
Notice of Appeal
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DUKE NCUC 00002839
From:
Sent:
To:
Weber, Jennifer <Jenmfer.Webei@duke-energyxom>
Monday, January 3, 2011 7:55 AM
Eric Weber C Z E e ^ ^ ^ ^ ^ ^ l ^ Z I j )
Subject:
F W : A v a i l a b i l i t y f o r a Pre-Call
Attach:
CC DECK 1 3 1 l.pdf
S e n t : Sunday, January 02, 2011 8;25_PM
T o : Weber, Jennifer; ' J a m e s . H a n c ^ i ^ ^ ? ! ! ^ ? . ? ;
S u b j e c t : RE: Availability for a Pre-Call
,
^HHancej^^-^^fV
Jim, Attached are materials for our discussion tomorrow at 10:00. My dial-in information is: ;Rtd«e*«« - *™on»i into (code:
t ^ ^ ) .
Bob
'
'
F r o m : Weber, Jennifer
Sent: Sunday, January 02, 2011 6:57_PM
^
T o : Ringel, Robert J ; ' J a m e s . H a n c ^ ^ : ^ ^ . ' ^ . } ; ' j H H a n c e j ' » « » « t « ' M < , :
S u b j e c t : Re: Availability for a Pre-Call
!
10:00 works well for me also.
F r o m : Ringel, Robert J
Sent: Sunday, January.Q2,J011 06:30 PM
,
,
T o : 'James daDCfi.?^^!:f.-.^. .7^?,"•' <James.Hanc^"'™ ; ™ "" *l>; Weber, Jennifer; 'jHHance(; «
<JHHanc^' * * "
'
r"
'
S u b j e c t : Re: Availability for a Pre-Call
,!
,
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10:00 works for me if it works for Jennifer. Prior to our call, we will email you a draft of a short PowerPoint that, if you
agree, we would like t o email to the rest of the Committee members in advance of the call at 4:00. Should we check on
Beverly's availability for a pre-call at 10:00 or would you like us t o brief her separately? We can use my dial-in:
—
jriniKM-rtnamtinfti ' ( c o d e ! " ' "
j
F r o m : James Hance [mailto James.Hancett**
T o : Weber, Jennifer; James Hance Jr. <jhhance(R«iucted -pe«onaiirtte
Yes, I would appreciate a call. How about in the morning around 10? Jim
F r o m : Weber, Jennifer [mailto:[email protected]]
Sent: Sun 1/2/2011 3:30 PM
T o : James Hance Jr.; James Hance
S u b j e c t : Availability for a Pre-Call
Jim,
DUKE NCUC 00002840
Would you have time for a phone call with me and Bob Ringel prior to the compensation Committee meeting
tomorrow? We can be flexible with your schedule- so either this evening or sometime tomorrow. I'd like to brief you on
where we've ended up in our negotiations and propose a compromise on our approach to the SERP.
I don't believe the discussion will take long.
Jennifer
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information, do not review, retransmit, disclose, disseminate, use, or take any action in reliance upon, this
information. I f y o u received this transmission in error, please contact the sender and destroy all printed copies
and delete the material from all computers.
DUKE_NCUC_0 0002841
From:
Sent:
To:
Cc:
Bcc:
Subject:
Attach:
Sunday, January 2, 2011 8:37 PM
henry.morgenbesser^ ^.'^* ^~"^j; Henry.Morgenbesser@j^Redacted - Personal info
Weber, Jennifer <Jenni fer. Weber@ duke -energy. com>
r
FW: Term sheet
Granite_Rogers_Term_Sheet.doc
p
p
Notice ofAppeal
Original Message
To: Rogers, Jim
Cc: Manly, Marc E: Weber, Jennifer
301
„ SjilS* '
s
TÛD l!^L
Notice of Appeal
Original Message
From: Rogers, Jim
Subject: Re: Term sheet
Notice of Appeal
Original Message
Sent: Sunday, January 02,2011 07:41 PM
To: Rogers, Jim
Subject: RE: Term sheet
Notice of Appeal
Original Message
From: Manly, Mare E
To: Rogers, Jim
Subject: Tenn sheet
Notice of Appeal
DUKE_NCUC_00002842
Notice ofAppeal
386828
Notice ofAppeal
DUKE_NCUC_0 0002844
From:
Sent:
To:
Sunday, January 2, 2011 8:25 PM
Weber, Jenniferj<Jenm^^
'James.Hancet
'JHHancei Redacted - Personal Info j
Bcc:
r
Subject:
Attach:
RE: Availability for a Pre-Call
CC DECK 1 3 1 l.pdf
Jim, Attached are materials for our discussion tomorrow at 10:00. My dial-in information is: iRBUrted p«o».iwo;(code
^
:
^ ~ ) . Bob
Sent: Sunday, January 02, 2011 6:5.7PM.
T o : Ringel, Robert J; 'James.Hance^'r^.:. !^^^]; J H H a n c o | B « « ^ ^ j / ^ o ^ n f t » l
S u b j e c t : Re: Availability for a Pre-Caii
1
,
10:00 works well for me also.
T o : 'James.Hancej
Jîacitedj- Personal Info _ "
^Redacted- Personal Info^ j
"Subject: Re: Availability for a Pre-Call
,
"}; Weber, Jennifer; 'JHHancejRedacted - Personal]nfo ;
10:00 works for me if it worits for Jennifer. Prior to our call, we will email you a draft of a short PowerPoint that, if you
agree, we would like t o email t o the rest of the Committee members in advance of the call at 4:00. Should we check on
Beverly's availability for a pre-call at 10:00 or would you like us t o brief her separately? We can use my dial-in:
[nifecti4.p««»iinfe;(code:'—..—-»!
F r o m : James Hance [j R e d a c t e d - P e r s o n a l I n f o
Sent: Sunday, January 0272011 06:02 PM
T o : Weber, Jennifer; James Hance Jr. <! Redacted - PersonaMnfo j *
Yes, I would appreciate a call. How about in the morning around 10? Jim
Sent: Sun 1/2/2011 3:30 PM
T o : James Hance Jr.; James Hance
S u b j e c t : Availability for a Pre-Call
Jim,
Would you have time for a phone call with me and Bob Ringel prior to the compensation Committee meeting
tomorrow? We can be flexible with your schedule- so either this evening or sometime tomorrow. I'd like to brief you on
where we've ended up in our negotiations and propose a compromise on our approach to the SERP.
DUKE_NCUC_00002845
I don't believe the discussion will take long.
Jennifer
The information contained in this transmission is intended only forthe person or entity to which it is addressed
and may contain confidential, trade secret and/or privileged material. I f you are not the intended recipient ofthis
information. I f y o u received this transmission in error, please contact the sender and destroy all printed copies
DUKE_NCUC_000 028 4 6
Privileged Attachment
Withheld
DUKE_NCUC_00002847
From:
Sent:
Saturday, February 11, 2012 8:58 AM
To:
Cc:
Bcc:
Subject:
James H. Hance Jr. (Jim) <Redacted - Personal Info >; rR^^d^Ftoreonallitfo"
j
Compensation Committee Update
Jim,
As a follow-up to our pre-call last week, and in advance of our meeting on Monday morning, we
wanted to provide you with an update on a few matters.
<!—[if !supportLists]~>]. 3. !~[cndifl~>CD&A.- In order to give the Committee a sense ofthe
differences between the new CD&A and the version from last year, we added a short list of key
differences at the beginning of this agenda item.
<!—[if IsupportLists]—>4. <!—[endif]—>Misce]laneous. The Committee meeting is scheduled to end
at 9:00, and the Board ineeting is not scheduled to begin until 10:00. If you have a few minutes
after the Compensation Committee meeting ends, we would like to update you on a few items so
that you have additional background when you are reviewing the draft materials for the Febmary
27 meeting (which we are scheduled to discuss by phone on Wednesday, Febaiary 15^).
lh
If you have any questions, please don't hesitate to let us know.
Jennifer
DUKE_NCUC_0 0002848
DUKE_NCUC_0 0002849
From:
Beverly Aisenbrey < i R e d a c t e d - P e r s o n a l lnfoJ>
Sent:
Monday, February 6, 2012 12:13 PM
To:
James Hance (j Redacted - Personal Info ^ James Hance j R e d a c t e d - P e r s o n a l Info j
Cc:
Cc:
Ringel, Robert J <[email protected]>; Weber, Jennifer
<[email protected]>
Subject:
Jim:
In advance of our call at 1 pm, I just have a couple of comments:
Confidential
Notice of Appeal
Regards,
Beverly
Beverly W. Aisenbrey
Managing Director
Frederic W. Cook & Co., Inc.
303 South Broadway, Suite 108
.Tarrytown,__NY 10591
j *»dict»d - PaneiMl tnfo '( • f f j £ £ )
jRdtflrtfld - P . n o n . l I n t o ' ( f a x )
i Redacted - Personal Inro j
DUKE_NCUC_0 0002850
From:
Beverly Aisenbrey sRedactedj- Personal Into )>
Sent:
Sunday, October 9, 2011 6:32 PM
To:
James Hance ([
Cc:
Robert Ringel ([email protected]); Jennifer L Weber
([email protected])
Bcc:
j
Subject:
October Committee Book
fe^g^reoniilinto
1); James Hance {[Redacted - Personal info I)
Jim:
In reviewing the book, I had a number of background questions that I sent to Bob separately. There are some questions
and comments that I wanted to bring to your attention:
Notice of Appeal
Confidential
Notice of Appeal
Confidential
Regards,
Beverly
DUKE_NCUC_0 0002851
From:
Beverly Aisenbrey «f Redacted - Personal Info j
Sent:
Sunday, October 9, 2011 6:32 P M
To:
James Hance [Redacted - PersonaTinfo j; James Hance j Redacted - Personal Info j)
Cc:
Robert Ringel ([email protected]); Jennifer L Weber
(JL Weber@du keenergy .com)
October Committee Book
Subject:
Jim:
In reviewing the book, I had a number of background questions that I sent to Bob separately. There are some questions
and comments that I wanted to bring to your attention:
Notice ofAppeal
Confidential
Notice of Appeal
Confidential
Regards,
Beverly
DCJKE_NCUC_0 0 0 0 2 8 5 2
From:
Sent:
To:
Subject:
Sunday, October 23, 2011 12:12 PM
Re: Compensation Committee Update
Oops-forgot to copy her-can you forward and tell her I meant to copy her
Sent: Sunday, October 23, 2011 10:35 AM
To: Weber, Jennifer
Subject: Re: Compensation Committee Update
Did you want to also send to Beverly?
From: Weber, Jennifer
Sent: Friday,.October^21, 2011_06:34PM
:
T o : jhhancfi
Redacted • Personai info
_i James Hance <! Redacted - Personal Info >
Subject: Compensation Committee Update
Jim,
As a follow-up to our pre-call last week, and in advance of our meeting on Monday morning, we wanted to provide you
with an update on a few matters.
Notice of Appeal
DUKE NCUC 00002853
Notice of Appeal
tf you have any questions, please don't hesitate to let us know. Bob and I are available to meet with you prior to the
meeting on Monday morning if it would be helpful.
Jennifer
DUKE_NCUC_00002854
From:
Sent:
To:
Bcc:
Subject:
Sunday, October 23, 2011 10:35 A M
r
Re: Compensation Committee Update
Did you w a n t t o also send to Beverly?
S e n t : Friday, October 2 1 , 2011 06:34 PM
T o : jhhance
R e d a c t e d - PersonaMnfo
- ----
_
J>; James Hance IRedacted - Personal Info •>
--.
S u b j e c t : Compensation Commiltee Update
Jim,
As a follow-up t o our pre-call last week, and in advance of our meeting on Monday morning, we wanted to provide you with an
update on a few matters.
Notice of Appeal
If y o u have any questions, please don't hesitate to let us know. Bob and 1 are available to meet w i t h you prior t o the meeting on
Monday morning if it w o u l d be helpful.
Jennifer
DUKE_NCUC_00002855
From:
James Hance Jr. <| Redacted - Personal Info >
Sent:
To:
Subject:
Monday, March 19, 2012 2:13 PM
'Weber, Jennifer' <[email protected]>
RE: Duke Compensation Committee
Notice ofAppeal
From: Weber, Jennifer [mai Ito Jennifer. [email protected]]
Sent: Monday, March 19,2012 2:35JPM
To: Jim Hance fRedacted - Pereonal Info*]; James Hance
Subject: Duke Compensation Committee
Jim,
Notice of Appeal
Confidential
Notice of Appeal
Please let us know i f y o u agree with our approach to director compensation, and please don't hesitate to Ict us know if
you have any questions.
Jennifer
DUKE_NCUC_0 0002856
From:
Sent:
To:
Cc:
Subject:
Monday, March 19,2012 1:35PM
Jim H a n c e n t e d ^ d ^ i ^ j f i r f o j ; James Hance <jRe<ia^
Ringel, Robert J <Robert.Ringel@duke-energy .com>
Duke Compensation Committee
Jim,
»nd
ion with our next Compensation Committee meeting, which is on May 2 , we would like to coordinate on a
In connection
few matters.
n d
Notice of Appeal
Confidential
Notice of Appeal
Piease let us know i f y o u agree with our approach to director compensation, and please don't hesitate to le, us know if
Jennifer
DUKE_NCUC_00002857
DUKE
NCUC_00002857-A
From:
Sent:
To:
Cc:
Subject:
Wcbcr, Jennifer <[email protected]>
James H. Hance Jr. (Jim) -^Redacted - Personal Info i>; jhhanccj^cted-Peiwmiiinio
Fwd: Email to Jim Hance
Jim,
In connection with the special meeting ofthe Compensation Committee on Monday morning,
March 19 , at 9:00, we wanted to provide a few updates.
th
Notice of Appeal
Notice of Appeal
<!-[if !supportLists]-->3. <!—[endif]-->The entire Board is invited to the call, which is consistent
with our historical practice for reviewing the proxy statement. In the past, usually one or two
Board members who are not on the Compensation Committee have joined the call.
<!—[if !suppoitUsts]->4. <!—[endif]— >As in prior years, we anticipate that the call will be relatively
short, but if there is anything in particular that you would like us to address, please let us know.
<!—[if !supportLists]->5.
<!—[endif]— >Management will be attending the call from a conference
,h
room on the 48 floor of our headquarters building. I f you are in Charlotte that moming, you are
welcome to join us for the call.
Looking forward to our call on Monday.
Jennifer
DUKE_NCUC_0 0002858
From:
James Hance ^' ^^toct^-J^reoMl
Sent:
To:
Cc:
Ringel, Robert J <[email protected]>; jhhanceiR«i»ct«t - p*rMnai infoj
Beverly Aisenbrcyj Redacted^ PersonaMnfo^ Wcbcr, Jennifer <jennifer.\[email protected]>
RE: Compensation Committee
Subject:
lirfo^ >
Pre meeting for me is not necessary. Thanks, Jim
From: Ringel, Robert J [maiito:[email protected]]
To: James Hance; rRedacted'- PersonaHnfo r
Cc: Beverly Aisenbri^lWêf,"Jennifer
Subject: Compensation Committee
J
Jim,
th
We have scheduled a special telephonic meeting of the Compensation Committee on March 1 9 . The only
item that is currently on the agenda is a review of the compensation sections of the proxy statement. We
want to let you know that we intend to follcw the same practice as in prior years ~ we will send the draft proxy
statement to the entire Board and invite all directors to the Compensation Committee call. Last year, Bill
Barnet, Alex Bemhardt and Michael Browning were the only directors, other than Compensation Committee
members, who attended. We are happy to schedule a pre-meeting with you prior to March 1 9 , but if you
would prefer to skip it, as we have done in prior years, we do not anticipate that such a pre-meeting is
necessary.
th
Bob
Robert J. Ringel
Vice President, Legal
Duke Energy Shared Services
139 East Fourth Street
Room 1212-Main
Cincinnati, Ohio 45202
P h o n e : iR«i«»ti-Fi™™»iiiii>!
FaX:
-P«Eenillnloi
robe rt.rinqeltSjduke-energy .com
Confidentiality Notice:
This message is being sent by or on behalf of a lawyer. It is intended eAdusively for the individual or entity to which it
is addressed. This communication may contain information lhat is proprietary, privileged or confidential or othenvise
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not review, retransmit, disclose, disseminate, use, or take any action in reliance upon, this infonnation. Ifyou received
tliis transniission in error, please contact the sender and destroy all printed copies and delete the material from all
computers.
DUKE_NCUC_00002859
From:
Sent:
To:
Cc:
Bcc:
James Hance -{Redactedf- PersonaTFnfo j > - j ^ ^ J ? ^
Beverly Aisenbrey L ^ a t ^ ^ P ^ O M [ l n f o j ; Weber, Jennifer
<[email protected]>
r
Subject:
Jim,
th
We have scheduled a special telephonic meeting ofthe Compensation Committee on March 19 .
The only item that is currently on the agenda is a review of the compensation sections of the proxy
statement. We want to let you know that we intend to follow the same practice as in prior years - we
will send the draft proxy statement to the entire Board and invite all directors to the Compensation
Committee call. Last year, Bill Barnet, Alex Bemhardt and Michael Browning were the only directors,
other than Compensation Committee members, who attended. We are happy to schedule a premeeting with you prior to March 19 , but if you would prefer to skip it, as we have done in prior years,
we do not anticipate that such a pre-meeting is necessary.
Bob
th
Robert J. Ringel
139 East Fourth Streel
Room 1212-Main
Cindnnati, Ohio 45202
P h O n e '
Fax:
jRKiMted-Peraonal Info I
IRseacwd • Penonal Info j
[email protected]
This message is being sent by or on behalf of a lawyer. It is intended exclusively for the individual or entity to
which it is addressed. This communication may contain information that is proprietary, privileged or
confidential or otherwise legally exempt from disclosure. Ifyou are not the named addressee, you are not
authorized to read, print, retain, copy or disseminate this message or any part of it. If you have received this
message in error, please notify the sender immediately by e-mail and delete all copies of this message.
DUKE_NCUC_0 0002860
From:
Sent:
To:
j hhanceTRedacted ^Pere?na[Jlrtfo_ j
Cc:
_^ngel Jôbert_J_<[email protected]>; Silvana Nuzzo
Redacted - Personal Info \; Jennifer L Weber ([email protected])
Bcc:
7"'"
Sunday, February 26, 2012 8:56 A M
James Hance jj Redacted - Personal Info |>; Beverly Aisenbrey
Subject:
Re: FW: Duke Energy AIP Goals Exhibit
Beverly, Thanks. Jim .
,
— Beverly Aisenbrey l?5î!l!?jJ?l5^™H i.Jl!^._f wrote:
l
Jim:
Here is the analysis of goal ranges for Duke's peers. We can hand this out ai the meeting if you like.
! Notice of Appeal
j
Notice ofAppeal
Regards,
Revcrly
DUKE NCUC 00002861
From:
Sent:
To:
jhhancejRedacted - Personal Info
Sunday, Februaiy 26, 20T2 8:56~AM
James Hancej Redacted - Personal Info i); Beverly Aisenbrey
[
Cc:
Subject:
Redacted[1 Personal Jnfo_
_Rinj&eLRobertJ„<rQ|iert
Silvana Nuzzo
j Redacted - Personal Info j; Jennifer L Weber ([email protected])
Re: FW: Duke Energy AIP Goals Exhibit
i
Beverly, Thanks. Jim
— Beverly Aisenbrey Redacted - Personal Info \! wrote:
Jim:
Here is the analysis j)fgoal ranges tor Duke's peers. We can hand this out at the meeting ifyou like. \ N o t l C G O f A p p G 3 l i
I Notice of Appeal!
!
'
Regards,
Beverly
DUKE_NCUC_000028 62
1
From:
Sent:
Beverly Aiscnbreyi R ^ d ^ ^ ^ P i l j ^ r i ! ! [f}?? _
Sunday, Februaiy 26, 2012 7:09 AM_
To:
James Hanc^Redacted - Personal Info p ) ; James Hancef
Cc:
Jennifer L Weber (jlweber^dukeenej^y^com^Ringel^ Robert J <Roben.Ringel@duke
Bcc:
energy.com>; Silvana Nuzzo jRedacted - Personal Info r
j
Subject:
FW: Duke Energy AIP Goals Exhibit
Attach:
AIP Program Detail Exhibit 2.24.12.pdf
RedactedT- P e r s o r w [ i n f o
Jim:
Here is the analysis of goal ranges for JJuke's peers. We can hand this out at the meeting if you like. I Notice of Appeal
Notice of Appeal
j
!
Regards,
Beverly
DUKE NCUC 00002863
Confidential
DUKE_NCUC_000028 64
Beverly A i s e n b r c y j
From:
Sent:
To:
Cc:
Subject:
Attach:
R e d a c t e d
" P e r s o n a l Info
Sunday, February 26~"20T2 7:09 AM
James HanM(~iirtrete?jjPei5o^
James Hance (f^r^P^^'^'^P^'^^^""])
Jennifer L Weber ([email protected]); Ringel, Robert J <[email protected]>; Silvana Nuzzo!7~^^Kte^Pere^rkifo~ ]
FW: Duke Energy AIP Goals Exhibit
AIP Program Detail Exhibit2.24.12.pdf
Jim:
Here is the analysis of goal ranges for Duke's peers. We can hand this out at the meeting if you like. jNotice of Appeal
Notice ofAppeal
Regards,
Beverly
DUKE NCUC 00002865
Confidential
From:
Sent:
To:
Cc:
Subject:
Attach:
Wcbcr, Jennifer <Jcnnifer.Webeit2!duke-energy.com>
Thursday, February 23,2012 1:05 PM
___
Jim Hance fRed¥cte~<P~Per^^^
James Hance <! Redacted - Personal Info >
Ringel, Robert T<[email protected]>
Compensation Committee Background Information
Exhibit 5A - Exec Officers 2012 Comp Recommendations.xlsx; Impact on Edwardsport
Revised, docx
Jim,
I am writing to coordinate on a few items in connection with our upcoming Compensation Committee
meeting, as well as to provide some background information that might be helpful when Marie McKee
calls.
With respect to our Compensation Committee meeting, attached are the following two items.
Confidential
In addition to the materials on BoardVantage, we will bring the following walk-in items to the meeting:
(a) the Edwardsport impact analysis mentioned above, (b) Jim Rogers' 2012 individual goals, and (c)
at Beverly's request, a comparison of the number of shares covered by stock awards that were
granted to each executive officer in 2011 as compared to the projected number that will be granted in
2012.
With respect to Marie, we are not sure why she will be calling you, but we wanted to provide
additional background on a few matters in case they come up during your conversation. We have
already discussed most of these matters with you during our Committee meetings or pre-meeting
calls, but we thought it might be helpful to provide another summary. This is likely more detail than
you need but I want you to be prepared in the event these topics come up.
Confidential
DUKE NCUC 00002867
Compensation Committee. At Marie's request, last month we also had a call with Progress'
independent compensation consultant (Meridian) to explain the background of our
benchmarking philosophy so that they could provide recommendations to Marie on the use of
general industry data.
Confidential
It is our understanding that Progress had a Compensation Committee meeting yesterday, and has
another on March 12 . It is entirely possible that Marie is calling to give an update on the outcome of
their meeting.
,h
Please feel free to call me if you would like to discuss further.
Jennifer
DUKE_NCUC_0 0002868
A
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2
3
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CURRENT COMPENSATION
5
NAME
6
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CEO Direct Reports
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Group Exec & Chief Financial Officer
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Group Exec, Chief Legal Officer & Corp Secretary
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Group Exec Chief Generation Officer & Chief Nuclear Officer
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DUKE_NCUC_0 0002869
Confidential
Duks Ensrgy-Confid«rUia
DUKE_NCUC_0 0002870
Confidential
Duko Energy-Con (id snlia I
DUKE_NCUC_0 0002871
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Duka Ensrgy-Confidsnlisl
DUKE_NCUC_0 0002872
Confidential
Duke Energy-Confidenlial
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Duke E ne rgy-Con fid sn lial
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DUKE_NCUC_0 0002875
Confidential
Duks E no r s y - C on lid un lia I
DUKE_NCUC_0 0 00287 6
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DUKE_NCUC_0 0002877
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Duko Energy-ConHdsnlial
DUKE_NCUC_00002878
Confidential
Duko Ensrgy-Confidential
DUKE_NCUC_00002879-A
Confidential
Duka Energy-Confidanlial
DUKE_NCUC_0 0002880
Confidential
DUKE_NCUC_0 0002881
From:
Miller, Monica L <[email protected]>
Sent:
Wednesday, December 7, 2011 9:30 A M
To:
Miller, Monica L <[email protected]>; Ringel, Robert J
<[email protected]>; Weber, Jennifer <[email protected]>
Cc:
Shannon, Patty <[email protected]>; Currence, Kathy K.
<[email protected]>; Garrett, Debby <[email protected]>; Harrington, Sue C <[email protected]>
Subject:
JER 2011 STIP Closeout - FINAL
Attach:
JER 2011 STIP Cioseout.docx; JER Performance 2011 .docx
Attached is the Final STIP Closeout document as well as the Final board memo (as he discussed with Jennifer this
morning).
Please let me know if you have any questions.
Thanks
Monica Mi ller
fcjfctuUi'c Assislant to James E. Rogurs
Chairman, Prcsidart & CEO
Duke Energy CorjxMubon
350 South Tryon Street
Mail Code DEC4SB
Charlolte, NC 28202
;
! Fax
o l f j r c
From: Miller, Monica L
Sent: Wednesday, December 07, 2011 9:10 AM
To: Ringel, Robert J; Weber, Jennifer
Cc: Shannon, Patty; Currence, Kathy K; Garrett, Debby; Harrington, Sue C
S u b j e c t : RE: JER 2011 STIP Closeout - Revised
See attached...
Jim pians to review this again so will let you know if there are any additional changesl
Monifx Milter
Execuuw AssitiMH to James Iu Rogers
Chainn-Mi, President A CEO
Duke Energy Cotj>oration
SSO South Tryon Street
Mail Qxh DEGtHli
Charlotte. NC 28202
Office
F;ix._.
RiMlaclrri • P e r s o n a l I n f o ;
tnoniriLmillcr^dukc-eno^y.ccnn
S e n t : Wednesday, December 07, 2011 9:00 AM
T o : Miller, Monica L; Weber, Jennifer
DUKE NCUC 00002882
Cc: Shannon, Patty; Currence, Kathy K; Garrett, Debby; Harrington, Sue C
Subject: RE: JER 2011 SUP Closeout - Revised
Can someone please re-send (nothing was attached)? I am copying Sue and Debby because they likely will distribute the
packages.
To: Weber, Jennifer
Cc: Shannon, Patty; Currence, Kathy K; Ringel, Robert J
Subject RE: JER 2011 STIP Closeout - Revised
Ok. I'll let you know if he has additional changes before the meeting.
Thanks!
Afuiiica Miller
Executive Assistanl toJames E. Rogers
Chaimian, Piesideat & CEO
Duke Energy Corjtontdon
550.South Tryon Sdvct
Mai/ Code DECMfJ
Charlotte, NC 28202
! Office
Fax
jRBdacted -Parsonal Info ;
iH(uiica.nul!e>tyditke<uieqp.cpm
From: Weber, Jennifer
To: Miller, Monica L
Cc: Shannon, Patty; Currence, Kathy K; Ringel, Robert J
Subject: Re: JER 2011 STIP Closeout - Revised
Okay. Bob's team wil! make copies forthe board. Thanks
Sent; Wednesday, December 07, 2011 08:52 AM
To: Weber, Jennifer
C c : S h a n n o n , Patty; Currence, Kathy K
S u b j e c t : JER 2 0 1 1 STIP Closeout - Revised
Jim made changes to the 2011 STIP document this morning so I have attached for your record. Please let me know if
Thanks!
Moniea Miller
FlvctJiiOi c Assisbmt tojunics E. /{ogt:/*
Chairman, Preîdcul & CEO
Duke Eiicrgy Coqxinibon
550Sotid) Tiyon Street
Mail Cod<: DEC4SH
Charlotte, NC 28202
i Rtttacti* • Ptrtonel ki** i
DUKE NCUC 00002883
Notice of Appeal
Confidential
Notice ofAppeal
Notice ofAppeal
Confidential
DUKE_NCUC_0 0002887
Edwardsport IGCC Project
North Carolina Rate Case
South Carolina Rate Case
DUKE_NCUC_00002888
12/7/11
To:
Duke Energy Board of Directors
From:
Jim Rogers
Notice ofAppeal
Confidential
Notice of Appeal
Confidentiai
1
DUKE_NCUC_0 0002889
DUKE_NCUC_00002890
Notice of Appeal
This document is a
Board or Committee
presentation. Itis
DUKE_NCUC_0 0002892
This document is a
Board or Committee
presentation. It is
DUKE__NCUC_0 0002893
From:
Sent:
Weber, Jennifer <Jenni fer. Weber@ duke-energy. com>
Monday, December 5, 2011 1:29 PM
l
To:
Cc:
Subject:
Attach:
jhhancd
R a d a r t w l
-
P B r
o n
* *
M n t o
i ' ; James Hance ^
R^Vted'^Pereonannfo"
>
Compensation Committee Update
WI - STI Scorecard.pptx; WI - TSR Findings.ppt; WI - VSP Numbers.pptx
Jim,
As a follow-up to our pre-call last week, and in advance of our meeting on Wednesday, we wanted t o provide you with
an update on a few matters.
Notice of Appeal
If you have any questions, please don't hesitate t o let us know. Bob and I are available for a phone call prior to the
meeting on Wednesday morning if it would be helpful.
Jennifer
Confidential
DUKE_NCUC_000028 95
Confidential
1
DUKE__NCUC_00002896
Confidential
DUKE_NCUC_000028 97
DUKE NCUC 00Q02897-A
From:
Sent:
To:
Bcc:
Monday, June 4, 2012 8:15 A M
j Redacted - Personal Info j ; James Hance <r"Redacted~-lPelf^^^^
Beverly
Aisenbrey ^Ljôdacted^- Po_reonaMnfo_ j>
Weber, Jennifer <[email protected]>; Kennedy, Karia D
<Karla.Kennedy@duke-energyxom>
r
Subject:
Compensation Committee Materials - 6/25/12 Meeting
Cc:
Jim and Beverly,
th
On Thursday, June 7^, or Friday, June 8 , we plan to post to BoardVantage a draft ofthe materials
for our call on June 1 1 at 9:00 a.m. to discuss the materials forthe Compensation Committee
meeting on June 2 5 . We will notify you when the materials are posted for your review. The
materials for this meeting include tally sheets, which are formatted on 11" x 14" paper, and therefore
might be awkward to view on BoardVantage. If you would like to receive a hard copy of the tally
sheets, or any other material, please let us know what location/address to mail your materials for
delivery on Friday or Saturday.
t h
th
For your convenience, the call-in information is below.
,
Toll Free Number -iR«<»««i-»fw>™i
'
iniD
Participant Code - p ^ r ^ : » ]
Bob
Robert J. Ringel
139 East Fourth Street
Room 1212-Main
Cincinnati, Ohio 45202
Phone: i
Redacted - Persorul Info '
FaX!
! Redacted - Personal Info ;
[email protected]
This message is being sent by or on behalf of a lawyer. It is intended exclusively for the individual or
entity to which it is addressed. This communication may contain information that is proprietary,
privileged or confidential or otherwise legally exempt from disclosure. If you are not the named
addressee, you are not authorized to read, print, retain, copy or disseminate this message or any part
of it. If you have received this message in error, please notify the sender immediately by e-mail and
delete all copies ofthis message.
Confidential
DUKE_NCUC_0 0002898
Confidential
DUKE_NCUC_0 0002899
Confidential
DUKE_NCUC_0 0002900
Confidential
DUKE_NCUC_00002901
Confidential
DUKE_NCUC_0 0002902
Confidential
DUKE_NCUC_0 0002903
Confidential
DUKE_NCUC_0 0002904
Confidential
DUKE_NCUC_00002905
From:
James Hance Jr. ^Redacted - Personai Info ji>
Sent:
To:
Sunday, May 13, 2012 9:59 AM
'Weber, Jennifer' <[email protected]>
Subject:
RE: Follow Up
Jennifer, the agenda and notes look fine. Let's see what develops in the next month before wefinalize.Jim
From: Weber, Jennifer [[email protected]]
Sent: Wednesday, May 09, 2012 9:27 AM
To: James Hance; Jim Hance (Reda^Tnêrsot^rifo?)
Subject: Follow Up
Jim,
Thanks again for taking the time to meet with me and Bob last week to discuss the agendas for our next
several meetings. In order to keep us on the same page, we have listed below the agenda items that we
currently anticipate overthe next few months.
June 25. This will be our last regularly-scheduled meeting prior to the anticipated closing date for the merger.
We will plan to discuss the following: (1) tally sheets, (2) peer proxy analysis of key positions (prepared by
Beverly), and (3) an update on compensation and benefits aspects related to the merger. With respect to the
merger update, we will be ready to discuss a proposed methodology for adjusting the performance measures
underthe ongoing STI plan (2012) and the LTI plan cycles (2010-2012, 2011-2013* and 2012-2014). As you
requested, we will also provide an update on the HR governance matters and delegations of authority that will
be approved in connection with the merger.
Merger Teleconference (Early July). The new Board will hold a teleconference upon or shortly following the
merger tc approve items that are required for the new company. The Compensation Committee will convene
for a portion of this call, at which time we plan to ask for approval of (or recommendation to approve) the
following: (1) CEO employment agreement, (2) amendment to Executive Chairman's employment agreement,
(3) compensation and incentive targets for executive officers, (4) the amendment of the Progress SERP, (5)
perks, and (6) HR governance matters and delegations of authority. Each Compensation Committee has
already separately reviewed these items.
August 27-28. As you know, the offsite retreat will occur in place of the regularly-scheduled meetings in
August, but if there is a need for an in-person Compensation Committee meeting for items that should be
addressed in person prior to the October meeting, we can find time during the retreat. At this meeting, we
would plan to ask the new Compensation Committee to approve the following: (1) adjustments to the
performance measures underthe ongoing STI ptan (2012) and the LTI plan cycles (2010-2012, 2011-2013,
and 2012-2014), (2) adjustments to the director compensation program, and (3) compensation benchmarking /
peer groups.
Starting with the regular meeting in October, we would plan to discuss the proposed design of the new
incentive plans for 2013. As you know, we anticipate that the general framework of the new incentive plans will
follow the historical design of the Duke plans.
Please let me know if you have any questions or additional input.
Jennifer
DUKE_NCUC_00002907
From:
Sent:
Wednesday, May 9, 2012 9:27 A M
To:
James Hance <J_Redacted - Personal Irrfo ~>, Jim Hance [Edacted^Personal[irrfcT J
Cc:
Subject:
Attach:
Ringel, Robert J <Robert.Ringel@duke-energyxom>
Follow Up
Agenda_v 1 _0.docx
Jim,
Thanks again for taking the time to meet with me and Bob last week to discuss the agendas for our next
several meetings. In order to keep us on the same page, we have listed below the agenda items that we
currently anticipate over the next few months.
June 25. This will be our last regularly-scheduled meeting prior to the anticipated closing date for the merger.
We will plan to discuss the following: (1) tally sheets, (2) peer proxy analysis of key positions (prepared by
Beverly), and (3) an update on compensation and benefits aspects related to the merger. With respect to the
merger update, we will be ready to discuss a proposed methodology for adjusting the performance measures
underthe ongoing STI plan (2012) and the LTI plan cycles (2010-2012, 2011-2013, and 2012-2014). As you
requested, we will also provide an update on the HR governance matters and delegations of authority that will
be approved in connection with the merger.
Merger Teleconference (Early July). The new Board will hold a teleconference upon or shortly following the
merger to approve items that are required for the new company. The Compensation Committee will convene
for a portion of this call, at which time we plan to ask for approval of (or recommendation to approve) the
following: (1) CEO employment agreement, (2) amendment to Executive Chairman's employment agreement,
(3) compensation and incentive targets for executive officers, (4) the amendment of the Progress SERP, (5)
perks, and (6) HR governance matters and delegations of authority. Each Compensation Committee has
already separately reviewed these items.
Auqust 27-28. As you know, the offsite retreat will occur in place of the regularly-scheduled meetings in
August, but if there is a need for an in-person Compensation Committee meeting for items that should be
addressed in person prior to the October meeting, we can find time during the retreat. At this meeting, we
would plan to ask the new Compensation Committee to approve the following: (1) adjustments to the
performance measures under the ongoing STI pian (2012) and the LTI plan cycles (2010-2012, 2011-2013,
and 2012-2014), (2) adjustments to the director compensation program, and (3) compensation benchmarking /
peer groups.
Starting with the regular meeting in October, we would plan to discuss the proposed design of the new
incentive plans for 2013. As you know, we anticipate that the general framework of the new incentive plans will
follow the historical design of the Duke plans.
Please let me know if you have any questions or additional input.
Jennifer
DRAFT OF MAY 8. 2012
AGENDA
MONDAY, JUNE 25, 2012-11:00 A.M. TO 12:30 P.MS
Committee Members:
Daniel R. DiMicco
John H. Forsgren
Ann M. Gray
and acted upon:
Present
Secretary
Others Present,
Motion
Second
Vote
4. Update on compensation and benefits issues related to the merger
October 29, 2012
DUKE_NCUC_00002909
From:
Sent:
To:
Cc:
Wcbcr, Jennifer <[email protected]>
Thursday, June 21, 2012 12:21 PM
Jim Hance(Ftedaci^V^^^Tnfo'l);
James Hance <iRedacted -Personal Info >
I^.njBeU.Ro]iertX<[email protected]>; 'Beverly Aisenbrey'
< Redacted - Personal Info [>
Subject:
Attach:
Director Compensation
Director Compensation_v2_0 (3) (5).DOC; FINAL FWC DECK 5-2-12.pdf
Jim,
In order to facilitate the discussion of the director compensation program at the meeting on Monday, attached is a twopage document that we will be ready to distribute as a walk-in item. The document summarizes the current Duke and
Progress director compensation programs, and we added a column to the Duke chart to show the potential changes that
the Duke Committee has previously discussed.
We are not planning to send the attached to Marie in advance of our call with her, but we will be ready to discuss with
Met depending on how the discussion goes with the Duke Compensation Committee on Monday.
n d
We will also plan to bring Beverly's director compensation analysis from the May 2 meeting (attached} as a walk-in
item in case the Duke Committee would like to refer to the benchmarking information.
See you on Monday. Please feel free to give me a call if there is anything you would like to discuss in advance.
Jennifer
DUKE NCUC 00002910
Confidential
DUKE_NCUC_00002911
Confidential
DUKE_NCUC_0 0002912
This document is a
Board or Committee
presentation. Itis
DUKE_NCUC_00002913
From:
Sent:
Wednesday, June 20, 2012 8:30 A M
To:
'James.Hancd » »"« - '» »o™' o'jhhance!Redacted - personal info;'
Cc:
Subject:
Re: Director Compensation
R
d
i,
f
r
int
Good idea—we will pull this together for Monday
eda
e
F r o m : James Hance [ m a i f t o : [ j R I i ^ Perso'naj Info j]
S e n t : Wednesday, June 20, 2012 08723 AM
T o : Weber, Jennifer; jhhancej"
~~^^±i^d-'^smailnfo
'
"
S u b j e c t : RE: Director Compensation
~
Jennifer, thanks for the thoughtful reply. Ann and I discussed this on Monday. Let me circle back to her t o see if it works
to delay until August. I think it is new Board friendly t o wait until August. In the meantime, yes please prepare an
analysis of the proposed changes . We may want t o bring this up with Marie on Monday to share our thinking and get
her reaction t o the proposed changes. Jim
Sent: Tuesday, June^l9,_2012_5:51_PM _
T o : Jim Hance (j Redacted - Personal info ); James Hance
S u b j e c t : Director Compensation
Jim,
DUKE_NCUC_00002914 •
DUKE NCUC
00002914-A
Jennifer
and may contain confidential, trade secret and/or privileged material. Ifyou are not the intended recipient ofthis
information. Ifyou received this transmission in error, please contact the sender and destroy all printed copies
DUKE_NCUC_00002915
From:
James Hance <[ Redacted - Personai Info p-
Sent:
To:
Subject:
Wednesday, June 20, 2012 8:25 AM
RE: Tier I Compensation
am ok with this scheduleJIm
From: Weber, Jennifer [mailto:[email protected]]
Sent: Tuesday, June 19, 2012 5:58 PM
To: Jim Hance (Redacted - Personai into |); James Hance
Subject: Tier 1 Compensation
Jim,
During our conversation last week about Beverly's peer proxy analysis, you asked us to send you the
current and proposed compensation levels ofthe new Duke executive officers (including the legacy
Progress executives) in order to provide as a walk-in item at our meeting on June 2 5 . This will
provide the Duke Compensation Committee with additional context for its discussion. In this regard,
we have attached the spreadsheet that we intend to submit to the Compensation Committee at its
meeting on Legal Day One (LDO) when it approves the compensation levels of the executive
officers.
th
Confidential
DUKE NCUC 00002916
Confidential
th
In advance of our call with Marie and John McArthur on June 2 5 , we will send them the
Compensation Committee materials that will be approved at the full board meeting on LDO (i.e.,
executive officer compensation, the SERP, and the delegation and governance materials). We would
like to send these materials tomorrow if possible, so please let us know if you have any questions
about the attached before we send it to Marie and John.
Thank you Jim.
Jennifer
********************************************************************************
and may contain confidential, trade secret and/or privileged material. Ifyou are not the intended recipient ofthis
information. If you received this transmission in error, please contact the sender and destroy all printed copies
DUKE NCUC 00002917
From:
James Hance ^ R e d a c t e d - Personal Info i >
Sent:
To:
Cc:
Subject:
Wednesday, June 20,2012 8:24 A M
_
Weber, Jennifer < Jen ni fer .Weber@duke-en ergy. com>; jhhanceij Redacted - Personal Info
RE: Director Compensation
Jennifer, thanks for the thoughtful reply. Ann and I discussed this on Monday. Let me circle back to her to see if it works
to delay until August. I think it is new Board friendly t o wait until August. In the meantime, yes please prepare an
analysis of the proposed changes . We may want t o bring this up with Marie on Monday to share our thinking and get
her reaction to the proposed changes. Jim
F r o m : Weber, Jennifer [maito:[email protected]]
S e n t : Tuesday, June 19, 2012 5:51 PM
T o : Jim Hance (i Redacted - Personal Info jl; James Hance
S u b j e c t : Director Compensation
Jim,
DUKE_NCUC_0 0002918
Jennifer
****************************************************••t*************************
and may contain confidential, trade secret and/or privileged material. Ifyou are not the intended recipient of this
information. If you received this transmission in error, please contact the sender and destroy all printed copies
DUKE_NCUC_0 0002919
From:
Sent:
To:
Cc:
Subject:
Attach:
Tuesday, June 19, 2012 5:58 PM
Jim Hance ("l?SirteJ^>«^M
James Hance ^Redacted - Personal Info ]>
Tier 1 Compensation
LD1 - 2012 Exec Officers Compensation Recommendations vl.pdf
Jim,
During our conversation last week about Beverly's peer proxy analysis, you asked us to send you the
current and proposed compensation levels of the new Duke executive officers (including the legacy
Progress executives) in order to provide as a walk-in item at our meeting on June 2 5 . This will
provide the Duke Compensation Committee with additional context for its discussion. In this regard,
we have attached the spreadsheet that we intend to submit to the Compensation Committee at its
meeting on Legal Day One (LDO) when it approves the compensation levels of the executive
officers.
th
Confidential
DUKE NCUC 00002920
Confidentiai
lh
In advance of our call with Marie and John McArthur on June 2 5 , we will send them the
Compensation Committee materials that will be approved at the full board meeting on LDO (i.e.,
executive officer compensation, the SERP, and the delegation and governance materials). We would
like to send these materials tomorrow if possible, so please let us know if you have any questions
about the attached before we send it to Marie and John.
Thank you Jim.
Jennifer
DUKE_NCUC_00002921
Confidential
D
a
Mi
i
Oi
Gi
Oj
ol
oi
O!
ol
Mi
NJ;
From:
Sent:
Beverly Aisenbrey < ^ ^ ^ ^ J ^ » ^ i n ^ >
Friday, June 8,201_2 4:15 PM
_
To:
James Hance [Redacted - Personal Infol); James Hance i Redacted - Personal Info I)
Cc:
Ringel, Robert J <[email protected]>; Weber, Jennifer
<[email protected]>
Tally Sheets
Subject:
[
Jim:
I reviewed the Tally sheets and have the same questions/comments as in the past. Perhaps next year some changes
could be considered:
Confidential
Also, a delivered pay analysis would be a good addition, particularly if companies begin t o add them to their proxy
statements.
Regards,
Beverly
Beverly W. Aisenbrey
Managing Director
Frederic W. Cook & Co., Inc.
': Redacted - Personal Info
Redacted • Personal Info
DUKE NCUC 00002923
From:
Sent:
To:
Subject:
Johnson, Bill <bill johnsonjRe*e*«J_:j^^j^L^
Tuesday, May 15, 2012 12:47 PM
'Rogers, Jim' <[email protected]>
RE: Catherine Heigel
I will call you in the next day or so to discuss this and other general topics. A loss for us, but seems a good opportunity
for her. I recall her telling me early on that she aspired to be a general counsel and then have a shot at the CEO chair; I
thought she was talking internally, but opportunity knocked. As you know better than most, this is a hazard of having
high quality employees. We can put our heads together on retention plans when we chat. Thanks for the note.
From: Rogers, Jim [mailto:[email protected]]
Sent: Tuesday, May 15, 2012 11:33 AM
To: Johnson, Bill
Subject: Fw: Catherine Heigel
Bill, we have just lost our second top-tier female leader to another company. This is the memo I sent to the board.
We need to talk about this.
Best,
Jim
From: Rogers, Jim
Sent: Tuesday,_May 15, 2012 08:55 AM
^
_
To: Ann Gray ^J?_!^?l:*!^
Barnetrj W_ir-j_Bernhi§ t, Alex - r™;j^.rLiDanJ^Micco_
^Redacted"PereonaniS6"j>; Jim Hance <t?5i -??-^-"-P?!!5?i?AUr^?_.>; John Forsgren < ^*I . .;.^™ ™J.]n 5..; ; 'chael
Browning <[ R e ¥ a c t ^
i>; Reinsch, JimEEBj
î*_SharpE.~'; Rhodes, iim|^:"-^,»i; Rogers, Jim
Cc: Bonny L i g h t " ^ ? * * ^
Joyce Hiott ^ ^ ^ f ™ " ! ^ ^ ; Currence, Kathy Kj' Kira^ fîntdujour
^R^Tcted"PereOTal ] ^ ' ! i > ; Linda Canipe < i ~ I ! ^ A ' ? ^
Sandra
Thrower'^Z'^Z^^^3^^-^--~-'^~-^',
Sandra Thrower <\
Redacted ^J^CfflP^L'jP'
_
Subject: Catherine Heigel
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I'm writing to let you know that Catherine Heigel will be leaving Duke Energy to become general counsel and
corporate secretary for American Transmission Corporation (ATC). Duke Energy will continue to have the
benefit of Catherine's leadership until mid-June.
In the weeks ahead we will work to identify a successor and share more information as it becomes available.
Upon her relocation to ATC's headquarters in Wisconsin, Catherine will join the executive leadership team of a
company that has a strategic relationship with Duke Energy. In 2011, Duke-American Transmission Company
was formed as a joint venture to plan and develop strategic transmission projects across the U.S. and
Canada. ATC was founded in 2001 as the first multi-state, transmission-only utility in the United States. The
company operates a $3.1 billion transmission system in parts of Michigan, Wisconsin and Illinois.
Catherine's experience here at Duke Energy has prepared her well for her new role. She joined Duke Energy
in 1997 providing legal support for Duke Engineering & Services (DE&S). From 2003 to 2006, she practiced
law in the private sector. In 2006, Catherine joined our state regulatory group where she represented Duks
Energy in a wide variety of issues before state utility commissions, including energy efficiency and general rate
proceedings. In 2010 she was named president of Duke Energy South Carolina where she has been
responsible for advancing our company's regulatory and legislative initiatives, managing state and local
government relations, economic development and community relations.
Because she was such an effective leader, we have mixed feelings about Catherine's departure from the
company.
Please join me in congratulating Catherine on her success and thanking her for her contributions to our
organization.
Best,
Jim
DUKE_NCUC_0 0 0 03016
From:
Sent:
To:
Subject:
Re: Confidential - Duke Energy Compensation Committee Meeting Materials
Thanks.
From: Harrington, Sue C
To: Rogers, Jim; Currence, Kathy K
Subject: RE: Confidential - Duke Energy Compensation Committee Meeting Materials
Be glad to!
Sue C Harrington
526 South Church St/EC03T
P.O. Box 1006 (28201-1006)
Charlotte, NC 28202
P h o n e : I M K M • rncniitiT!
Fax: L * * ^ ^ ^ ^ ^ " * !
Sue. Ha rringtonig) duke-energy, com
From: Rogers, Jim
To: Harrington, Sue C; Currence, Kathy K
Subject Re: Confidential - Duke Energy Compensation Committee Meeting Materials
I have left the hotel. Could you fax to my house. Thanks.
From: Harrington, Sue C
To: Rogers, Jim; Currence, Kathy K
Subject: FW: Confidential - Duke Energy Compensation Committee Meeting Materials
I just faxed these materials to the Four Seasons, and they said they would deliver immediately to Jim.
Sue C. Harrington
Duke EnergyCorporation
526 South Church St/EC03T
P.O. Bos 1006 (28201-1006)
Charlotte,_NC 28202___
P h o n e : < R * d a c t * d - Person Info)
Fax: f S e d i c i d - f a i o n irlo j
Sue [email protected]
To: James Hance;
amgray@!_ 'i'^;. ^-. i . J; jhforsgren®;'":.""; dan.dimicco©!;™-"'-'";
Cc: Rogers, Jim; Beveriy Aisenbrey; Manly, Marc E; Good, Lynn J; Weber, Jennifer; Harrington, Sue C
Subject: Confidential - Duke Energy Compensation Committee Meeting Materials
:
B
p
l n to
Attached are the materials (26 pages) for the Compensation Committee meeting at 4:00 today. The materials include a
short PowerPoint describing the compensation and benefits considerations in Project Granite, as well as a number of
items that Mr. Hance asked us to send in connection with CEO and Executive Chair compensation. If you would prefer
that we fax the materials, please do r o t hesitate t o let us know.
DUKE_NCUC_00003145

Duke`s Production of Documents (Part 7 of 8)

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